Bhaskara Pantula Mohan, Member - (1.) This is an Application of Respondents No. 1 to 3 under Regulation 44 of the Company Law Board Regulations, 1991 challenging the very maintainability of the Company Petition filed under Sections 397, 398, 399, 402, 403, 405, 235, 237 and 247 r/w Section 111 of the Companies Act, 1956. The main allegations and the prayers in the Company Petition No. 109/2013 are as under:- (a) That on 7th September, 1991 an agreement was executed by and between Smt. Suman Dheer i.e. the Petitioner No.l, Smt. Rajkumari Kanda i.e. Petitioner No.3 and Shri R.P. Singh i.e. Respondent No.5 in the Company Petition and Shri Upendra Shandilya (since deceased) for promoting and getting incorporated the Respondent No.l Company with the object and purpose of setting up educational institutions. In order to give effect to the mutually settled terms and conditions of the said agreement, Respondent No.l Company i.e. Gyan Ganga Educational Institute Pvt. Ltd. was incorporated on 28th November, 1991 as a private limited company. It was decided and agreed in the aforesaid agreement that the four signatories will have equal shares in the Company. It is stated that the Petitioner No.2 has contributed Rs.4 lakhs and Petitioner No.l has contributed Rs.2 lakhs towards the share subscription in the Company, but the persons in control of the affairs of the Company have not allotted shares to the Petitioners and the amount paid by the Petitioners was shown as "unsecured loan" in the balance sheet of the Company. This was done intentionally to keep the Petitioners to a minority holding while the persons in control of the affairs of the Company were allotted equity shares in the Company for their own contributions. It is further stated that the Petitioners were allotted only 1,500 equity shares while the persons in control had taken a major portion of the shareholding of the Company. (b) No valid and proper Board meeting was held for passing resolutions with respect to the allotment of shares. (c) There was an abrupt increase in the paid-up share capital of the Company from Rs. 1,08,000/- to Rs. 3,16,000/-, which was projected in the balance sheet for the year 1997. The Petitioners had never served with any Notice of Meeting in which the authorised share capital was increased and also subsequently when the paid-up share capital was raised. This was done with the sole objective to dilute the stake of the Petitioners in the Company and to take absolute control of the Respondent No.l Company. (d) The main object of the Company was to establish, run and promote educational institutions. The first Directors of the Company at the time of its incorporation were:- (i) Shri Laxmi Narayan Shandilya (ii) Smt. Munish Singh Petitioners No.1 and 3 were appointed as Directors of the Company on 10th June, 1992 and 1st November, 1993 respectively. However, subsequently the persons having control over the affairs of the Company falsely stated that the Petitioner No.3 had resigned from her post of directorship on 3rd March, 1995. (e) Shri Laxmi Narayan Shandilya (since deceased) was allegedly appointed as additional Director of the Company in an alleged Board Meeting held on 1st June, 1996, similarly Respondent No.2 Shri Sachin Shandilya was also allegedly appointed as Additional Director in an alleged Board Meeting held on 11th June, 1996. The Petitioners dispute and deny that any such Board Meetings were held nor they were served with any Notice of the alleged Board Meetings. Respondents No. 3 and 4 were also allegedly appointed in some Board Meetings as Additional Directors without serving the Petitioners No. 1 and 3 any Notice of the alleged Board Meeting. Respondents No. 2, 3 and 4 and Shri Lakshmi Narayan Shandilya continued to hold the post of directorship of the Company unauthorisedly, illegally and in gross violation and derogation of law. (f) The Petitioner No.l had been pressing her demands seeking information about the affairs of the Company; therefore, she was allegedly sent a Notice by the Company that a Resolution was proposed u/s 284 of the Companies Act, 1956 proposing her removal from the Board of Directors of the Company. Petitioner No. 1 never received any Notice of the alleged Meeting in which the alleged Resolution u/s 284 of the Companies Act, 1956 was proposed to be moved. Later on, the Company addressed the communication to the Petitioner No.l stating that she has been removed from the directorship of the Company in the Annual General Meeting, which was convened on 25th September, 1998. The Petitioner No.l never received any Notice of the Meeting in which the alleged Resolution u/s 284 was passed for her removal from the directorship of the Company. (g) Petitioners' group is holding 1,500 equity shares of the Company. The paid-up capital of the Company, as per the Annual Accounts for the year 1996, was Rs. 1,08,000/- comprising of 10,800 equity shares. Petitioners' group holds 14% of the total paid-up share capital of the Company for the year 1996 and accordingly entitled to present this Petition u/s 399 of the Companies Act, 1956 since the Petitioners dispute and deny the legality of the increase of authorised capital and issue of further shares after the year 1996. The amount advanced by the Petitioners was shown in the Annual Accounts of the Company under the head "Unsecured Loan" in Schedule-D which is about Rs. 13,80,000/-. (h) Abusing the position, Respondents No. 2 to 5 deprived the Petitioners of their rights in the Company as shareholders and Directors. The persons in control of the affairs of the Company including Respondents No. 2 to 6 are responsible for the fabrication, forgery and manipulation of the statutory and other records of the Company which were committed for giving effect to their tainted designs to siphoning off the funds of the Company at the back of the Petitioners. (i) The agreement which was executed on 7th September, 1991 between the Petitioners No. 1 and 2 and Respondent No. 5 and Shri Upendra Shandilya (since deceased) had the purpose of promotion and incorporation of the Respondent Company and the necessary funds were to be brought by the said four executants to the agreement. The agreement also envisages that the parties shall be entitled to two types of monetary benefits viz. sharing of profits of the venture and sharing of escalation of property value of the project. As per Clause 10(e) of the said agreement, Petitioners were holding a secured and absolute right to get not less than 15% interest per annum on the amount of deposit and further entitled to the benefits of escalation value in the assets / properties of the Company. The minimum escalation value of the properties, as per the agreement, per year shall not be less than Rs. 5 lakhs. The Petitioners are having charge over the properties / assets of the Company by virtue of Clause 9 and 11(e) of the agreement. As per the said Clauses, the Petitioners have proprietary interest with respect to all the properties purchased by the Company to the extent of or in the proportion to the contributions brought by the Petitioners in the Company while forming and promoting. (j) Over a period of time, Shri R.P. Singh, the Respondent No.5 and Shri Laxmi Narayan Shandilya (father of Shri Upendra Shandilya) manipulated unauthorised control of management of the Respondent Company. It was for giving effect to ill motives that the Respondent No.5 fraudulently filed a Form No.32 with the Respondent No.7, RoC, Madhya Pradesh and Chhattisgarh purporting that Petitioner No.3 viz, Smt. Rajkumari Kanda resigned from the directorship of the Company on 3rd March, 1995. No resignation letter nor any resolution for accepting the purported resignation was found in RoC records. (k) Shri Upendra Shandilya and Shri R.P. Singh were getting the Director's remuneration of Rs. 5,000/- per month each while the Petitioner No.l and 3 were getting the said Director's remuneration of Rs. 3,000/- per month each. Petitioners came to know at a later stage from the correspondence of the Respondents that the remuneration being received by the other persons has gone much higher to the extent of Rs. 20,000/- per month in the year 1998. Non-payment of remuneration to the Petitioners No. 1 and 3 has been in violation of Article 14(a) of the Articles of Association apart from depriving Petitioners from the right to receive remuneration as similar to other Directors in the Respondent No.l Company. The Notices of Board or General Meetings of the Company were never given to the Petitioners and no Meeting was conducted by the Company, which is nothing but contravening Section 285 of the Companies Act, 1956 which requires convening of one Meeting in every three calendar months and four such Meetings in a year. Petitioners were deprived of their rights as shareholders, besides no Notices were served upon them for intimation of convening of any Board or General Meeting and, therefore, the Petitioner No.l in her capacity as Director has addressed several correspondences dated 16.10.1997, 26.10.1997, 27.11.1997 and 16.12.1997 to the Respondent Company. Petitioner No.l also addressed her communications to the Company with a copy to its Chartered Accountant seeking details of Meetings and Statement of Accounts of the Company. (l) As the Company failed to give any response to the aforesaid volume of correspondence, Petitioner No.l addressed her letter dated 9th February, 1998 directly to the then Chartered Accountant of the Company, M/s. Deepak Batra / Respondent No.6 seeking financial information and records of the Company for which Shri Laxmi Narayan Shandilya addressed the Petitioner a letter in sheer abusive and browbeating manner. (m) As the Respondent Company failed to give any response to the communications, the Petitioner No.l was constrained to approach the Registrar of Companies, Madhya Pradesh, vide her communication dated 18th March, 1998 whereby she appraised the RoC regarding the mismanaged affairs of the Company and thus sought its intervention. Later, she was asked to attend a Board Meeting on 4th April, 1998 in which meeting the Petitioner was insulted and the same was sent to the Company by way of her protest dated 13th June, 1998. Subsequently, Petitioners No. 1 and 3 served upon the Company and its banker, through their Counsel, reminding and appraising the Company and its management the sacrosanct terms of the agreement dated 7* September, 1991. It was intimated to the bank that the person authorised to operate the bank account of the Company has not been validly appointed as the Director of the Company. (n) Subsequent to the removal of the Petitioner No.l from directorship u/s 284 of the Companies Act, the Petitioners No. 1 to 3 have instituted Suit No. 49A/98 before the Civil Court, Raipur, seeking Declaration and injunction against the Company and its then Directors. In the said Suit, the Plaintiffs have sought the following prayers: "i) The plaintiffs be awarded with a declaratory decree that the plaintiffs are entitled to interest, dividends, shares and all other financial benefits to which they are entitled to; ii) The plaintiffs are entitled for all Actual documents, accounts, vouchers, balance sheets and detailed accounts of expenses, payments / receipts, etc.; iii) The defendants be directed by way of injunction to supply the documents to the plaintiffs without protest or demur and should not oust the plaintiffs other than by way of legal recourse." Subsequently, in the year 2007 the plaintiffs were permitted by the Hon'ble Court to amend the plaint and incorporate the following relief in the prayer: "The plaintiffs be declared as one of the directors of the Company, namely Gyan Ganga Educational Institute Pvt. Ltd." (o) Subsequent to the above, the Petitioners No. 1 and 3 instituted criminal complaint under Section 200 of the Cr.P.C, alleging commission of offence by the persons involved in the affairs of the Company, punishable under Sections 420, 409, 467, 468 of the IPC. As a counterblast to the aforesaid complaint, the Company filed a complaint against the Petitioners No. 1 and 3 and some newspaper owners under Section 417 and 500 of IPC alleging defamation. The Petitioner No.2 also instituted a Criminal Case u/s 200 Cr. P.C. against persons involved in the illegal control of the affairs of the Company alleging the acts of criminal breach of trust, fraud and forgery punishable u/s 420, 406, 466, 467, 468, 469 and 120-B of IPC. (p) The Petitioner No.l instituted another Civil Suit along with her brother-in-law Shri Vijaykumar Dheer on 29th March, 2001 seeking declaration and injunction against the Company and the persons in control of the affairs. In the said Suit, declaration was sought to the effect that the Plaintiffs are entitled to receive the benefits of profits, share dividend from the Company and that the Defendants may be restrained from obstructing the Plaintiffs in receiving said benefits. (q) The Petitioner No.l also caused to issue a Notice dated 3rd October, 2003 u/s 434 of the Companies Act calling upon the Company and its Directors to pay to the Petitioner No.l her dues in respect of shares and deposits made to the Company. As the Company failed to respond to the said Notice, the Petitioner No.l was constrained to file a Company Petition No. 6 of 2003 before the Hon'ble High Court of Chhattisgarh at Bilaspur u/s 433 r/w Section 434 of the Companies Act, 1956 seeking appointment of Receiver to take over the management and affairs of the Company and submit an independent report on the affairs of the Company. Subsequently, Petitioners No. 2 and 3 filed an Intervener Application dated 14th May, 2004 in the aforesaid Company Petition No. 06/2003 supporting the case of the Petitioner No.l. The Respondents filed their response. The Petitioners filed Rejoinder and further Additional Rejoinder to the Reply. During the pendency of the Company Petition No. 6 of 2003 and in response to the complaint filed by the Petitioner, the Registrar of Companies, Madhya Pradesh and Chhattisgarh issued a communication dated 26th April, 2007 to the Petitioner No.3 advising her to approach the Company Law Board u/s 397 and 398 of the Companies Act, 1956. Besides aforesaid, RoC, Madhya Pradesh and Chhattisgarh also issued three Shaw Cause Notices dated 5tfl April, 2007 calling upon the Company and its Directors to explain the statutory noncompliance of Section 147, 220/162 and 209(3)(b) of the Companies Act, 1956. In the Criminal Case No. 479 of 2008, Order dated 7th November, 2008 was passed directing issuance of arrest warrant. (r) A Complaint dated 30th January, 2009 bearing No. 127 of 2010 was also filed by Petitioners No. 1 and 3 against Respondent No.4 Smt. Munish Singh and Respondent No. 6 Shri Deepak Batra, Chartered Accountant of the Company alleging forgery and cheating. The efforts on the part of the Respondents to get anticipatory bail failed. The Respondents approached the Hon'ble Supreme Court vide SLP (Crl.) No. 5113/2009 and obtained interim stay on their arrest vide Order dated 31st July, 2009. (s) Petitioners submit that the Respondents have opened up other ventures at Bhopal and Jabalpur. The Respondents have indulged in wrongfully diverting funds and selling away immoveable properties of the Respondent No.l Company to other ventures in Bhopal and Jabalpur. (t) The Respondents have forged the Minutes of the Meetings dated 1st June, 1996 and 11th June, 1996 and also withheld the payments of remuneration to the Petitioners No. 1 and 3 as they were getting only Rs. 3,000/- as against Rs. 5,000/- received by Shri Upendra Shandilya and Shri R.P. Singh and subsequently the same was increased manifold. Further, the interest payable @ 15% p.a. on the contributions paid by the Petitioners was also withheld. No action has been taken by the Respondent No.7, the Registrar of Companies, Madhya Pradesh and Chhattisgarh. (u) In the aforementioned facts and circumstances, the Petitioner prays for the following reliefs:- "9. RELIEFS: In the aforesaid facts and circumstances, your petitioners pay for the following reliefs: i. The board of directors of the Respondent Company be suspended and an Administrator and/or Special Officer be appointed to take charge over the management and affairs of the Company and of all books, papers, records and documents of the Company as well as its assets and properties; or in the Alternative A Committee be constituted by this Hon'ble Bench consisting of the representatives of the Petitioners and of the Respondent nos. 2 to 5 in equal numbers alongwith an independent representative / chairman as appointed by this Hon'ble Board to manage and control of the affairs of the Company on such terms and conditions as tis Hon'ble Board may deem fit and proper; ii. Frame a scheme for management, administration and control of the affairs of the Company vesting the same with the Petitioners on such terms and conditions as this Hon'ble Board may deem fit. iii. An order for appointment of inspectors or any other competent person or persons as inspectors to investigate the affairs of the Company under section 235 of the Companies Act, 1956 and to report thereon; iv. A Special Officer / Administrator be appointed to take charge, custody and control of all books, records, accounts and documents as also assets and properties of the Company with a direction to make an inventory of the same and with further direction to initial all such books, records and documents. v. Declaration that the meetings of the board of directors of the Company dated 01.06.1996 and 11.06.1996 as stated above and all meetings thereafter are illegal, null and void. vi. Declaration that all resolutions passed in the meetings with respect to appointments of Lt. Laxmi Narayan Shandilya, and Respondents No. 2, 3 and 4 referred hereinabove, as directors of the Company are illegal, null and void; vii. Appropriate reliefs be passed under and in accordance with section 402 and 403 of the Companies Act, 1956; viii. Declaration that the appointment and status of the Petition No.3 as director on the board of directors of the Company continues to subsist as she had never tendered any resignation from her post; ix. Declaration that the resolution of the Company dated 25.09.1998 with respect to removal of the Petitioner no. 1 from directorship of the Company as null and void, since, the same was only a coercive conduct on the part of the Respondents towards stopping the Petitioner no. 1 from claiming her rights as shareholder, director and creditor of the Company. x. Declaration that petitioners have proprietary interest in all the properties (moveable and immovable) purchased / created out of the funds of the Respondent no. 1 Company as envisaged in Clause 11(e) of the Agreement dated 07.09.1991: xi. Injunction directing that one of the persons belonging to petitioners group be made a compulsory signatory with respect to all the bank account operations of Company; xii. Injunction directing the Respondents to pay to the petitioners no. 1 and 3 the amount of the remuneration due to them in their capacity as directors of the Company with pro-rata increment as compared to other directors, together with interest @ 18% with effect from the period the same fall due till the date of payment; xiii. Declare that the issuance and allotment of the equity shares of the Respondent no. 1 Company after the period from 31.03.1996, to be null and void and thereby direct that the position of the shareholding as on 31.03.1996 be restored. xiv. Injunction restraining the Respondents from altering or changing in any manner the shareholding of an in the Company; xv. Injunction restraining the Respondent Nos. 2, 3, 4 & 5 and each of them from dealing with or disposing of, encumbering or alienating and/or transferring the assets and properties of the company in any manner whatsoever; xvi. Injunction restraining the Respondents from using the funds of the Company for the purpose of the instant litigation in any manner whatsoever; xvii. Injunction restraining the Company from dealing with the assets of the Company in any manner whatsoever; xviii. Cancel and set aside the audit since the year 1996-97 to till date and direct to conduct special audit and re-audit or Respondent no.1 company; xix. Costs of and incidental to this petition be paid by the Respondents; xx. Direct Respondents 2 to 6 to bring back / plough diverse amount siphoned and/or caused loss to the Respondent Company; xxi. Such further order or orders and/or direction or directions be given as to this Hon'ble Board may deem fit and proper."
(2.) The Petition questioning the maintainability of the present Company Petition is based on the following:- (a) The Petition is not in conformity with the Company Law Board Regulations inasmuch as the paragraphs were not serially numbered. The Petitioners filed the Company Petition on 30th July, 2013 and filed the mention letter in the month of October, 2013 without any mention as to why an abnormal delay was caused in filing the mention letter. (b) The Company Petition is miserably and hopelessly time barred. The Company Petition is based on an agreement alleged to have been executed between Petitioner No.l, Petitioner No.3 and Respondent No.5 and Shri Upendra Shandilya (deceased) on 7th September, 1991 which is before the Respondent Company was incorporated. The cause of action is 22 years old even if the allegations made are taken to be true. The original agreement dated 7* September, 1991 has not been filed in any Legal Forum and thus its existence is sub-judice and the Company Law Board cannot and should not grant any relief in respect of the said agreement. The Respondent No.l Company, Respondent No.2 and Respondent No.3 who are in control of the affairs of the Company are not a party to the said agreement and the Company has not adopted nor confirmed the said agreement after its incorporation on 20th November, 1991. The Petitioners, in collusion with each other, have filed various Civil Suits, Criminal Proceedings against the Respondents in different permutations and combinations seeking relief based on the above agreement and the sole purpose of multi-litigation is to force the Respondents to yield to their lust for a compensation at their dictated terms. That the Petitioners were known to the Respondents since Shri B.K. Dheer, husband of Petitioner No.l and father of Petitioner No.3, Shri U.K. Shandilya, father of Respondent No.2 and husband of Respondent No.3, Shri R.P. Singh, the Respondent No.4 and the husband of Respondent No.5 were working in the Irrigation Department and all of them belong to Raipur at one or the other time. Due to the friendly relations, Petitioner No.l, Petitioner No.2 and Petitioner No.3 were inducted as Members of the Company and later appointed as Directors also. Due to the death of Shri U.K. Shandilya, father of Respondent No.2 and husband of Respondent No.3, Shri B.K. Dheer designed a well thought-out plan to force the successors of Shri U.K. Shandilya viz. his father Shri Laxmi Narayan Shandilya, his wife Respondent No.3 and his son Respondent No.2 and manipulated documents, filed Suits against Respondents No. 1 to 6. All these litigations are based on the abovesaid Agreement dated 7th September, 1991. The acts complained of u/s 397,398 and 402 have alleged to have occurred after incorporation of the Company from 1991 to 1998. The Petitioners are never the promoters of the Company. On 12* September, 1998 Respondent No.l Company informs the Petitioner No.l "There is no agreement at all between you and the Company. You have repeatedly harped on some agreement which is not there. Please note that if you rely on any fabricated instrument, the same will be inadmissible in evidence." On 21st September, 1998, based on the alleged Agreement, a Criminal Complaint was filed by Petitioner No.2 before the Court of Judicial Magistrate of First Class u/s 420, 406, 467 and 468 of IPC and the said Complaint has been dismissed by the Trial Court. On 21st September, 1998, based on the alleged agreement, a Criminal Complaint was filed by Petitioner No.l and Petitioner No.3 before the Court of Judicial Magistrate of First Class u/s 420,406, 467 and 468 of IPC and the said Complaint is still pending before the Trial Court. On 30th September, 1998 an intimation was sent to the Petitioner No.l intimating her removal from the Board of Directors and she lodged her protest. On 8th May, 2000, based on the agreement, Petitioner No.2 filed a Suit for declaration and injunction for reliefs as under:- "a. Declaration regarding late Shri LN Shandilya and R2 are not validly appointed directors of Rl Company and the P2 is entitled to dividend and interest on the amount of shares. b. Status quo order on the properties of late Shri LN Shandilya, R2 and R5. c. Costs, d. Any other relief." That the said suit was unconditionally withdrawn by Petitioner No.2. The Petitioners have failed to disclose this material fact in the Petition and are guilty of not coming before the CLB with dean hands. On 29th March, 2001, Petitioners' group filed another Civil Suit seeking declarations based on the said agreement. The said Suit has been dismissed with costs on 24th September, 2012. On 3rd October, 2003, Petitioner No.l serviced a Notice u/s 434 of the Companies Act, 1956 without claiming a specific amount and demanding bonus, dividends, shares, remuneration and interest on the said amount besides accepting as a Creditor of the Company and to call her on every meeting. On 15th November, 2003, C.P. No. 06/2003 is filed by Petitioner No.l before the High Court of Chhattisgarh for winding up of Respondent No.l Company on the grounds stated in the Notice. Eventually, the C.P. is withdrawn by the Petitioners on 13th July, 2010 with liberty to approach CLB, if permissible. On 10th September, 2007, the Hon'ble High Court passes an Order for verification of the accounts through the Superintendent of Police with the help of a Chartered Accountant. The Petitioners have wrongly stated in the chronological list that the High Court order also directed for the verification of the affairs of the Company. The Petitioners are guilty of misleading the Company Law Board by concealing the material information. A Complaint was filed against Respondent No.6 for professional misconduct, which the Institute of Chartered Accountants of India held "Not guilty". On 24th September, 2012, Fifth Upper District Judge, Raipur, dismissed the Civil Suit filed by the Petitioners with costs. Thus, taking into consideration the above, the Company Petition is time barred. (c) The cause of actions mentioned in the Petition are already pending before the Legal Forums and there is a bar of res judicata. That on 11th September, 1998, Petitioner No.l and Petitioner No.3 filed a Suit No. 49A/1998 before the Civil Court, Raipur, seeking following reliefs:- "i. Declaration, and ii. Permanent injunction against Rl Company and the persons in control seeking - a. Entitlement to shares, b. Dividends, c. Documents, d. Extract of accounts, e. Balance Sheets of Rl Company". That the present Company Petition seeks the following reliefs: "vi. Declaration that the resolution of the Company dated 25.09.1998 with respect to removal of PI from directorship of the Company as null and void. vii. Declaration that the Petitioners have proprietary interest in all the properties (moOvable & immovable). viii. Injunction as stated in Para xi, xii, xiv, and xv, xvi and xvii of the prayer clause of Petition. ix. Declaration regarding shareholding pattern Para xiii of the prayer clause of Petition. x. All other reliefs prayed for are incidental to Declaration that the resolution of the Company dated 25.09.1998 with respect to removal of PI from directorship of the Company as null and void." The said Suit is still pending before the Court. A Criminal Complaint was filed by Petitioner No.l and Petitioner No.3 before the Court of Judicial Magistrate of First Class u/s 420, 406, 467 and 468 of IPC. On 21st June, 2000, based on the alleged agreement, a Criminal Complaint was filed by Petitioner No.2 before the Court of Judicial Magistrate, First Class u/s 420, 406, 467 and 468 of IPC and the said Complaint has been dismissed by the Trial Court. An Appeal filed by Petitioner No.2 is pending before the Supreme Court of India. On 15th November, 2003, Petitioner No.l files C.P. 06/2003 before the High Court of Chhattisgarh at Bilaspur for winding up and praying for reliefs as under:-j. Appointment of a Receiver, ii. Order for winding up, iii. Appointment of Official Liquidator, lv. Provisional liquidation, v. Cost and other relief, if any. In the Petition, no specific amount was mentioned as due from the Respondent No.l Company but a number of monetary claims were mentioned and the High Court instead of dismissing the Petition, allowed it to be withdrawn by the Petitioners. On 29.03.2001, Petitioners' group filed another Civil Suit seeking declarations based on the abovesaid agreement. The said Suit has been dismissed with costs on 24th September, 2012 by the Hon'ble Fifth Upper District Judge, Raipur, as the Suit was not found fit for any kind of Injunction or Declaration in favour of the Petitioners. On 8th May, 2000, Petitioner No.2 filed a Suit for Declaration and Injunction against the Respondent No.l Company and others seeking following reliefs:- i. Declaration regarding late Shri Laxmi Narayan Shandilya and Respondent No.2 are not validly appointed directors of Respondent No.l Company and the Petitioner No.2 is entitled to dividend and interest on the amount of shares. ii. Status quo order on the properties of late Shri Laxmi Narayan Shandilya, Respondent No.2 and Respondent No.5. iii. Costs, and iv. Any other relief. That the said Suit was unconditionally withdrawn by Petitioner No.2. Thus, a number of Suits and Complaints have been filed by the Petitioners either jointly or severally and in different permutations and combinations against the Respondents. Since all the pending Suits are based on the same cause of action as prayed in the present Petition, the present Petition deserved to be struck down and dismissed with costs on the ground of res judicata. (d) The Petitioners are not entitled to choose different Legal Forums on the same cause of action. (e) The Petitioners have not come to the Court with clean hands as they wrongly stated facts at certain places in the pleadings. (f) The Petitioners are causing harm to the interest of the Respondent No.l Company and further abusing the process of the Court by indulging in judicial process through coercive correspondence with various authorities. The agreement, which is stated above, is between two groups of persons, which cannot be agitated in the Company Law Board. (g) It is prayed in the Petition for Maintainability that the Company Petition be dismissed on the following grounds:- (i) The Petition is not in conformity with the Company Law Board (Regulations), 1991. (ii) The Petition is miserably and hopelessly time barred. (iii) The cause of actions mentioned in the Petition are already pending before the legal forums and there is a bar of res judicata. (iv) The Petitioners are not entitled to choose different legal forums on the same cause of action. (v) The Petitioners have wrongly stated facts at certain places and have not come to the Hon'ble Board with clean hands. Therefore, it is prayed that:- (i) The Petition be dismissed on the grounds mentioned in this Application. (ii) The costs be awarded. (iii) Any other order that the Hon'ble Board deems fit and proper.
(3.) A Reply has been filed by the Petitioners against the Petition questioning the maintainability of the Company Petition mostly denying the contentions raised therein. There is nothing much pleaded by the Petitioners in the said Reply except a bald denial. Certain new documents have been filed along with the said Reply, which have already been pleaded earlier in the pleadings.;