- (1.) In C.P. No. 274 of 2011 the petitioners, all officers of Goodricke Group Limited, have applied under section 633(2) of the Companies Act, 1956 in respect of three several notices issued by the Registrar of Companies. Of the three, the Registrar has concentrated primarily on the one notice that alleges violation of the provisions of 295(1)(e) of the Companies Act in respect of transactions between the company and one Stewart Holl India Limited (SHIL). The company is a listed company and its primary business is the manufacture and sale of tea. The company has several sister concerns in the sense that the company and its sister concerns answer to a common holding company. There are employees, particularly managerial staff including tea garden managers, who are on secondment from one company to the other and the accounts between the sister concerns are adjusted by the concerned company reimbursing the other in respect of payments on account of the relevant employees.
(2.) The first charge is in a notice dated April 28, 2011 and alleges violation of the provisions of 300(1) of the Companies Act in one or more of the company's directors being present at the time an item of business in which such directors were personally interested had been taken up for consideration at the board meeting. It is evident from the recording in the minutes that the concerned directors did not participate in course of the business transacted on the item on the agenda. It is also a matter of record that the presence of such interested directors was not taken into account for the purpose of ascertaining the quorum of the meeting for such resolution. In view of the aforesaid, there does not appear to be any degree of seriousness in the charge levelled by the Registrar for the alleged violation by the petitioners of the provisions of 300(1) of the Companies Act and the show-cause notice is directed to be dropped.
(3.) A further charge has been brought by the Registrar under section 269 read with section 309 of the Companies Act relating to the disclosure omitted to be made by the company relating to the wife of the managing director of the company accompanying the managing director in course of a company-paid foreign visit. The petitioners say that the board of directors of the company approved the expenses that were incurred for the travel of the wife. The petitioners say that it is not the case that managing director and his wife used separate accommodation during their stay abroad. The petitioners also say that the amount expended on account of the travel of the managing director's wife, even if it were added as a perquisite to the managing director, the limit in Schedule XIII to the Act would still not have been breached.;