- (1.) This is an application filed by the applicant Petitioner M/s. PTC India Financial Services Limited in Company Petition No. 60 of 2015, seeking the following directions:- (a) direct Serious Fraud Investigation Office to investigate the financial irregularities and fraudulent conduct of the Controlling Shareholders in the affairs of RS India as also Respondent No. 11 (Power Wind Ltd) and submit a report this Hon'ble Board; (b) appoint an independent auditor to conduct a forensic audit of RS India and Power Wind Ltd for Financial Years-2007-08, 2008-2009, 2009-10, 2010-11, 2011-12, 2012-13, 2013-14 and 2014-15 and submit a report to this Hon'ble Board. (c) direct RS India to produce all statutory records, books of accounts including ledgers, bank statement and all other records of RS India for verification and authentication by the office of Company Law Board and pass appropriate order for safekeeping such records.; (d) Pass any such further orders as this Hon'ble Board may deem fit and proper in the facts of the case.
(2.) In the aforesaid application, the applicant precisely has contended that in terms of order dated 14/12/2015 of Company Law Board, the applicant had written to Respondent-I company to furnish information and documents as per details enumerated in para 9 of the Company Application 92/C-I/2016. It is alleged that despite having undertaken before the Company Laws Board, Respondent-I has failed to provide most of the requisitioned documents/information. The applicant further alleges that some minutes of the meeting provided by Respondent-I company on 1st Feb 2016 are at variance from the minutes of meetings which were provided to the nominee Directors of the applicant earlier. In a tabular statement the applicant has pointed out to various discrepancies/alterations in the minutes of the meetings held on 11/2/2008, 11/4/2008, 30/8/2008, 22/9/2008, 27/12/2008, 31/3/2009, 26/5/2009, 15/10/2009, 18/5/2010 and 30/6/2011. A comparison of the minutes reveals that there has been differences in signatures, differences in the presence of Directors in the meetings, differences in the agenda recordings, variations in the numbering of the agenda items, inclusion of some additional agendas and even there has been differences in the text of the meetings. The learned counsel for the applicant argued that there has been manifest discrepancies, fabrications and interpolation of the minutes of the Meetings of Respondent-I company. It is strenuously contended that Respondent-I company is keeping multiple versions of minutes books and perhaps also maintains different version of other records of the company. It is submitted that unless reliefs as prayed for are allowed, the applicant apprehend that the company in complete control of Respondent-I may indulge in further fabrication of minutes and other statutory records.
(3.) Per Contra, Respondent-I has placed a chart based on allegations made in the application relating to the disputed ten minutes of the meetings. It was pointed out that in case of five disputed minutes, comparison has been made with unsigned copies of the minutes, which are not authentic. Learned Senior Counsel for Respondent-I contended that relations between the Petitioner and Respondent-I were very co-ordinal at the relevant time with their offices adjoined in the same building. Many a times draft minutes were given to the Petitioner who never asked for signed copies of the minutes. It is contended that the draft copies of minutes cannot be compared with the originals. As regards the minutes where signatures are different, it is contended that no advantage can be derived by Respondent-I company by giving two different set of minutes having the same content with varying signatures. It is reiterated that the draft minutes were given to the Petitioner which were sometimes signed. In connection with the inclusion of name of nominee Director Mr. Arun Bhalla, it is contended that no advantage can be derived by Respondent I by adding the presence of Mr. Bhalla in the minutes. As regards difference in number of agenda items including differences in the text of the agenda, it is contended that change in the agenda number cannot be of any significance as substance of the matter continues to be same. It is contended that there has been no mala-fide and no loss has been caused to the petitioner. Learned counsel for the respondent further pointed out that change of shareholding were duly recorded in the balance sheet and in the Auditor's report. Similarly the investment in R.S. India Wind Energy Private Ltd has also been duly recorded in the balance sheet and in the Auditors report. Learned Senior Counsel for Respondent-I emphasised that the decision making process was transparent and that the Petitioner was aware of the same. It is strenuously argued that there has been no criminality or mala fide in recording the minutes and that no harm and prejudice has been caused to the Petitioner.;