PRABHAKAR BALWANT AMOLIK AND ORS Vs. BOMBAY DIOCESAN TRUST ASSOCIATION P LTD AND ORS
LAWS(NCLT)-2016-12-10
NATIONAL COMPANY LAW TRIBUNAL
Decided on December 19,2016

PRABHAKAR BALWANT AMOLIK AND ORS Appellant
VERSUS
BOMBAY DIOCESAN TRUST ASSOCIATION P LTD AND ORS Respondents


Referred Judgements :-

SHETH MOHANLAL GANPATRAM V. SHRI SAYAJI JUBILEE COTTON AND JUTE MILLS CO. LTD [REFERRED TO]
MOHANRAM SASTRY VS. SWADHARMA SWARAJYA SANGHA [REFERRED TO]


JUDGEMENT

- (1.)It is a dispute in a Christian trust running since January 7, 1929 in the name of the Bombay Diocesan Trust Association P. Ltd.; initially it was incorporated under the Indian Companies Act, 1913 limited by guarantee not having any share capital under the name and style of Bombay Diocesan Trust Association Ltd. Later the name of the company was changed into Bombay Diocesan Trust Association P. Ltd. (respondent No. 1) on March 6, 1962 with an objective to serve for the cause of Christian religion and also to operate and manage all church properties in the State of Bombay. Subsequently in the year 1950, the company registered its properties under the Bombay Public Trusts Act, 1950 (the "BPT Act"). The persons elected as directors in respondent No. 1-company will continue as trustees of the properties registered under the BPT Act. When the properties of this trust company being mismanaged and alienated for the self-gain of the persons continuing as trustees, the dispute arose among the directors and also the members continuing in respondent No. 1-company. In this case filed under sections 397 and 398 of the Companies Act, 1956 on July 8, 2013 by the petitioners, they purporting themselves as the directors and members of the company sought the reliefs as follows:
(a) That special requisition meeting dated January 19, 2010 conducted by respondents Nos. 8 to 12 be set aside;

(b) That the board meeting dated February 4, 2010 confirming the above meeting be set aside;

(c) That the board meeting dated May 7, 2012 conducted by respondents Nos. 8 to 12 be set aside;

(d) That the 81st annual general meeting/board meeting dated June 23, 2012 and all the resolutions passed therein be set aside;

(e) That the 81st annual general meeting dated December 8, 2012 held by the petitioners be held valid and the same may be implemented by the directions of this Bench.

(2.)The petitioners submit that the affairs of the company are being governed in accordance with the provisions of the memorandum and articles of the company--elections will be held and directors will be elected in the annual general meeting held every year, then the names of the duly elected directors enter in the record of the Registrar of Companies and the records of the Charity Commissioner, Maharashtra State under the BPT Act. Whenever new directors/trustees come on board or any change takes place in the list of properties, the company/trust has to file change report before the Charity Commissioner under sections of the BPT Act.
(3.)In fact, the Charity Commissioner under the BPT Act is a regulating 4 authority over the trusts falling within the State of Maharashtra, for this reason alone, whenever any trust falling within the ambit of it intends to create third party rights over the assets of the company or trust, such trust must get approval of not only the committee of trustees/directors but also the Charity Commissioner. Accordingly, basing on the change report, the schedule in the public trust is amended from time to time reflecting the names of the directors of the company. The petitioners submit that in the 80th annual general meeting for the year ended March 31, 2009 held on September 28, 2009 the following members were elected to the board in the 80th annual general meeting on September 28, 2009:
Mr. Prabhakar Balwant Amolik, hon'ble secretary (petitioner No. 1)

Mr. Rajendran Alwin Huthiah, hon'ble treasurer (petitioner No. 2)

Ms. V.J. Christian

Mr. Allen Mohan Gnanakan (respondent No. 9)

Mr. Eniath Francis (respondent No. 10)

Mrs. Vidya Anil Guje (petitioner No. 12)

Mr. Jayant Kumar Barla (respondent No. 8)

Mr. Mary Avinash Kalokhe (petitioner No. 8)

Mr. Paul John Kattebennu R. Balmi (respondent No. 11)

Mr. Kamalakar Dattapant Abhyankar (petitioner No. 3)

Mr. Vipul Anil Rawade (petitioner No. 7)

Mrs. Stella David (respondent No. 12)

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