TMI Blog2017 (3) TMI 824X X X X Extracts X X X X X X X X Extracts X X X X ..... from using their digital signature in MCA portal and restraining them to represent themselves as Directors of R-1 company. On the basis of records available, it is clear that the respondent nos.2 to 4 have misused their position and the petitioner company in spite of being holding company of R-1 company is completely kept in dark regarding the affairs of the subsidiary company. Therefore, the Company Petition deserves to be allowed. Company Petition is hereby allowed and the respondent nos. 2,3 and 4 are restrained from representing themselves as Directors of the company and the Registrar of Companies is also directed to delete the names of the respondent nos. 2 to 4 from the Signatory details of MCA portal of R-1 company and further direction is being issued to allow the four Directors nominated by the holding company to file the form no.32/DIR-12 using the digital signature of any of them and to reflect the correct position in the Signatory details of MCA portal by showing the names of all four nominee directors of the holding company. The respondent nos.2,3 and 4 are also being directed to hand over the register, records, returns, books, documents pertaining to the affairs o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Khosla Steel Industries Pvt. Ltd. and the petitioner is directly holding 1,54,420 equity shares out of 1,74,190 validly issued, subscribed and paid up capital of the subsidiary company. The respondent no.2, Pramod Khosla is the shareholder of the respondent no.1 company and holds 820 equity shares of ₹ 100/- each, out of 1,74,190 validly issued, subscribed and paid up capital of the company which is equal to 0.47% of the validly issued, subscribed and paid up capital of the company. The respondent no.2 has ceased to be the Director of the company w.e.f. 27th February, 2012 however, he still holds himself a Director of the company and continue to represent as such everywhere. Although he has ceased to be a director of the company, he has, in connivance with the respondent nos. 3 and 4 illegally appointed himself as the Managing Director of the company w.e.f. 04.08.2012. The respondent no.2 is the brother of respondent no.3 and father of respondent no.4. Respondent no.3, Kishore Khosla holds 880 equity shares of ₹ 100/- each, out of 1,74,190 validly issued, subscribed and paid up capital of the Company, which is equal to 0.47% of the validly issued, subscribed and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he subsidiary company had been made as per nominations of the holding company. The holding company does not support the candidature of respondent nos. 2,3 and 4 any further w.e.f. 27.02.2012. At present, the Board of Directors of the company comprises of the following: (i) Mr. Bishendar Singh, Director since 10.08.2011 (ii) Mrs. Neelam Khosla, Director since 10.08.2011 (iii) Mr. Amit Gupta, Additional Director since 27.02.2012 (iv) Mr. Navin Singh, Additional Director since 27.02.2012 Although Mr. Bishendar Singh and Mrs. Neelam Khosla were appointed as Directors of the company w.e.f. 10.08.2011, the form no.32 for their appointments could be filed only with the digital signature of either the respondent nos. 2 or 3, as per the system of MCA portal - since they were existing Director signatories as per the records of the Registrar of Companies. The respondent nos. 2 and 3 with mala fide intention delayed the filing of the form no.32 regarding appointment of Mr. Bishendar Singh and Mrs. Neelam Khosla. Hence the names of Mr. Bishendar Singh and Mrs. Neelam Khosla were not introduced as Director signatories as per the MCA portal Form no.32 for the cessation of Direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s. 2 and 3 from the holding company and respondent nos. 2 and 3 from the subsidiary company all with effect from 27.02.2012, the Registered Office of Companies was invaded on the very next date i.e. 28.02.2012 by respondent no.4, who is the son of respondent no.2. He forcibly entered the registered office of the company and ousted the staff of the company and took away several files of both the holding company as well as the subsidiary company with him. The respondent nos. 2 and 3 have been collecting loans in the name of companies and then not returning the same and had obtained loan in the name of holding company amounting to ₹ 20 lakhs from one Mrs. Sunita Sethi on 31.07.2009 but never returned the same leading to cheating and fraud case vide FIR filed by Mrs. Sunita Sethi on 19th September, 2011. This also resulted in kurki order against the respondent nos. 2 and 3. The respondent nos. 2 and 3 acting as Directors of the company took loans in the company from banking system and miserably failed to run the company, leading to the matter referred to the BIFR and finally Order of Liquidation of the company. They did not take necessary efforts to protect the company and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner has also prayed that direction be issued to respondent nos. 2 to 4 to submit the details of all accounts and documents with respect to the operations of the company relevant upto this date and even thereafter in as much as the aforesaid respondents have been dealing with the affairs of the company. In reply to the above, the respondents have stated that the petitioners have deliberated suppressed the fact that this Hon'ble Board has already passed a final order dated 20th March. 2014 under C.P. no.216/2012 declaring and adjudicating with finality the dispute raised therein, the important points whereof inter alia include the following: (a) M/s. Khosla Steel Industries Pvt. Ltd. company is a company of Khosla family and would be run by the members of the Khosla family, including the petitioner no.2 in the instant petition i.e., Neelam Khosla, a petitioner in the instant petition. (b) The family members of Khosla family should in equal proportion purchase the shares of Bishendar Singh, an outsider @Rs.360/- per share and also the shares held by M/s. Nanak Ispat Pvt. Ltd. and M/s. Riya Sales Pvt. Ltd. provided the aforesaid two companies had already paid ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company on 10.08.2011, despite the fact that none of them had any authority to call and convene any Board or Shareholders' meeting on 10.08.2011. The respondents have further stated that the respondent no.1 company has only two directors, namely, Mr. Pramod Khosla and Mr. Kishore Khosla w.e.f. 07.01.1996 and 14.04.1994 respectively without any change in the status in all these years as shown in the MCA portal and none of these existing and . bona fide directors of the company ever summoned any such meeting on 10.08.2011. The respondent no.2 has further submitted that the third Director has been shown on the MCA portal as Mr. Nitin Khosla was appointed as Additional Director of the company w.e.f. 04.08.2012 who ceased to be a Director of the company w.e.f. 30.09.2012, the date of the AGM of the company. The respondent no.2 has further alleged that the petitioner had tried to mislead the Hon'ble Bench by referring to the appointment of Mrs. Bishendar Singh in the holding company M/s. Khosla Steel Pvt. Ltd., one of the petitioners in the instant petition on 10th August, 2011 by annexing form no.32 filed by the holding company for the same which matter has already been adju ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... terated the averment of the petition. Heard the Id. Counsels for the parties and perused the records. The respondents in this case have stated that the petitioners have suppressed the orders of the Hon'ble Law Board in C.P. No.216/2012 which, inter alia, has stated that M/s. Khosla Steel Industries Pvt. Ltd. is a company of Khosla family and would be run by the family members of the Khosla family including the petitioner no.2 in the instant petition i.e. Mrs. Neelam Khosla. The family members of the Khosla family should in equal proportion purchase the shares of Bishender Singh, an outsider @360/- per share and also the shares held by M/s. Nanak Ispat Pvt. Ltd. and M/s. Riya Sales Pvt. Ltd. provided the aforesaid companies two companies had already paid ₹ 300/- per share for allotment of shares to M/s. Khosla Steel Pvt. Ltd. As is clear from the above particulars, the case was against the petitioner no.1 in the instant petition i.e. M/s. Khosla Steel Pvt Ltd. company, admittedly, the holding company of M/s. K. Steel Pvt. Ltd. and it has not been stated by the respondents whether the orders of the Hon'ble C.L.B. with regard to repayment of the money paid by Mr. B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -1. No other document has been filed to contradict this document and this return has been filed with the signature of the Director of K. Steel, Promod Khosla along with one other Director whose name is not legible. The petitioner has also filed form no.32 of Khosla Steel Industries Pvt. Ltd., which is annexed as A-4 of the petition which shows that Bishender Singh, Director/Promoter was appointed Executive Director by Board of Directors Resolution no.2 dated 10.08.2011 and this form 32 has been submitted by the digital signature of Kishore Khosla who has signed as Director of Khosla Steel Industries Pvt. Ltd. Form 32 of the petitioner company shows that the petitioner no.1 Bishender Singh was appointed as Executive Director in holding company i.e. Khosla Steel Industries Pvt. Ltd. w.e.f. 10.08.2011. On the basis of annual return of R-1 company, it is clear that the petitioner company M/s. Khosla Industries Pvt. Ltd. is having more than 90% of the validly issued subscribed and paid up capital in R-1 company. Therefore, the petitioners contention that R-1 company is a subsidiary company of the petitioner company is proved by the document filed by the petitioner. Ld. Counsel for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tgoing respondents shall be discharged of all personal guarantees and securities pertaining to them and no claim whatsoever shall remain of such respondents in regard to respondent no.1 company . The above-mentioned order of the then Company Law Board regarding the petitioner no.1 company, Khosla Steel Industries Pvt. Ltd., none of the parties have filed any report regarding the compliance of the above- mentioned conditions to the petitioner no.1 company. It is also pertinent to mention that the order of the then Company Law Board was regarding Khosla Steel Pvt. Ltd., which is the holding company of R-1 company and not with respect to K. Steel Private Ltd. In the main petition, the petitioner has sought relief that necessary direction be issued to the concerned Registrar of Companies to allow the four Directors nominated by the holding company to file their form no.32 and DIR- 12 using the digital signature of any of them and to reflect the correct position in the Signatory details of MCA portal by showing the names of all the four nominee directors of the holding company. The petitioner has also sought declaration that the Board meeting of the respondent nos. 2 and 3 held on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsidiary company. The petitioners alleged that respondent nos. 2 and 3 were directors in the Board of Directors of the subsidiary company by virtue of being nominees of the holding company. They have completely failed in their fiduciary duties in this regard. The petitioner has further alleged that the company petition no.647 of 2012 was filed with the then Company Law Board but the said. petition was dismissed by the then Company Law Board on the ground that winding up case is pending before the Hon'ble High Court. Now winding up petition has been dismissed. Therefore, the petitioner has filed this petition against the subsidiary company. From the record, it is clear that in respect of holding company having more than 90% shareholding in R-1 company, the respondent nos. 2,3 and 4 are keeping the holding company in complete darkness with regard to the affairs of the subsidiary company and it is also clear from the record that company's Advisor had received an e-mail on 08.08.2012 from the e-mail id being noreply@mca.qov.in wherein congratulation message was sent on getting registration of digital signature in respect of DIN 01037578, which belongs to respondent no.4, who ..... X X X X Extracts X X X X X X X X Extracts X X X X
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