Kanthi Narahari - (1.) THE present petition is filed under section 614(1) of the Companies Act, 1956 ('the Act') seeking directions to the company to file e -Form 32 for the resignation of the petitioner from the post of director of the R1 -company. The PCS appearing for the petitioner submitted that the petitioner tendered his resignation from the post of directorship on 6th April, 2009 due to the reasons, viz., that no Board meetings were called for the last six months, to explain the business prospects and the turnover, profitability, etc. The company stopped payment of salary to the petitioner without any reason. It was come to know that new firm formed by Mr. Harikrishnan is operating out of the same premises, using the same assets and resources of the company and using the goodwill of the company. The petitioner felt that it is an economic offence. The Board did not accept the petitioner's resignation and did not file Form 32 with the Registrar of Companies ('Roc'), Kerala. The petitioner vide his letter dated 11th April, 2009 intimated the RoC, Kerala about his decision and resignation from the Board. The RoC vide their letter dated 27th May, 2009 advised the petitioner to approach the Company Law Board ('CLB'). The petitioner once again issued notice to the company asking them to file Form 32. The company vide letter dated 8th April, 2010 replied that the Board of directors have not accepted his resignation and, hence, did not file e -Form 32 with the RoC, Kerala. The respondent No. 1 filed its counter and stated that the request for the resignation of the petitioner was rejected and the VAT certificate of the R1 -company was surrendered to initiate the closing down of operations. It is stated that all the four directors of R1 -company have equal powers and no Board resolution has been passed for the appointment of managing director. Therefore, all the directors are equally responsible for the Board meetings, registration of charge and its modification, etc. Mr. Harikrishnan cannot be held solely responsible for not conducting the Board meetings of the company as alleged by the petitioner. It is further stated that a petition was filed by R1 -company before the hon'ble High Court of Kerala to wind up Team Frontline Ltd. The said company owed a huge amount to R1 -company. The petitioner filed a counter and stated that he and his wife were the directors of the R1 -company. The said statement was made by the petitioner subsequent to resignation of the petitioner from the post of directorship of the company. In view of the aforesaid reasons it is requested to dismiss the petition.
(2.) HEARD the counsel and PCS appeared for the respective parties. The petitioner vide his letter dated 6th April, 2009 addressed to one Mr. P.K. Harikrishnan, director of R1 -company requesting him to convene a Board meeting to accept his resignation. The reasons as stated therein was that the petitioner came to understand that certain developments in the company which had happened without the consensus of the Board and kept him in dark about the developments taken place in the company. The petitioner vide his letter dated 11th April, 2009 addressed to RoC, Kerala intimating that he tendered his resignation from the Board of directors of R1 -company. The RoC vide their letter dated 27th May, 2009 addressed to the petitioner stated that the matter was taken up with the company and the RoC received a reply, from the company and the same was forwarded along with this letter. Further the Asstt. RoC advised the petitioner to approach the CLB under section 614 of the Act. The petitioner on 24th March, 2010 issued notice under section 614 of the Act stating that he tendered his resignation on 6th April, 2009 and requested the company to take necessary steps to file the documents within 14 days failing which he will take appropriate action against the company. The company vide their letter dated 8th April, 2010 addressed to the petitioner specifically stated at para 7, that the Board meeting was held on 13th May, 2009, resolved to reject his resignation from the directorship from the R1 -company. Further it is stated that since there is no change among the directors of the company there is no necessity to file Form 32 before the RoC, Kerala. At para 9 of the said letter it was stated that the audit of the company was not finalised by the auditors due to the indifferent attitude shown by the petitioner. It is requested to the petitioner to co -operate with the auditor to complete the audit work so as to arrive at the total assets and liabilities of the company. It is also requested the petitioner to sign all necessary statutory documents of the company as is required under law. In this regard section 614 is more appropriate to refer under which the present petition is filed. Section 614 empowers the CLB in directing the company and any officer thereof to make good the default within such time as may be specified in the order on the ground, if a company, having made default in complying with any provision of the Act which requires it to file or register with, or deliver or send to, the Registrar any return, account or other document, or to give notice to him of any matter, fails to make good the default within 14 days after the service of notice on the company requiring it to do. From the reading of the above provision it is crystal clear that if the company fail or made default to comply with any provisions of act in such cases the member or any creditor can approach the CLB in turn the CLB can direct the company to make good the default. In the present case the stand of the petitioner is that the Board of directors be directed to convene a Board meeting and accept his resignation and file Form 32. The company vide their reply dated 8th April, 2010 to the notice of the petitioner categorically stated that a Board meeting was convened on 13th May, 2009 for which a notice dated 11th May, 2009 was duly served on the petitioner, the Board discussed the issue and resolved to reject the petitioner's resignation. It is for the Board of directors of the company to take a decision in that matter. Further the company has obliged with the request made by the petitioner to convene a Board meeting. Accordingly, the company convened the Board meeting and taken a decision in that regard. The petitioner being a director need to comply with the statutory requirements along with the other directors failing which the company and its directors will be in default. It is for the company to decide whether the petitioner be absolved from the responsibilities of the director or not. In case the company and its directors fail to comply with the statutory obligations with the statutory authorities, then the Bench can direct the company and its directors to comply with the statutory requirements but otherwise cannot interfere in its internal affairs. In view of the reasons I am of the view that the above provision of the Act strictly cannot be made applicable to the facts and circumstances of the present case. The petitioner failed to make out any case seeking the reliefs as prayed in the petition. The petition is miserably failed and liable, to be dismissed. Accordingly the C.P. is dismissed. No orders as to cost.;