Rajeswara Rao Vittanala, Member - (1.) Company Petition bearing No. 56 of 2002 (which is referred to as company petition hereinafter) was initially filed by Shri D. Ramakishore and 21 others before the then hon'ble Company Law Board, Chennai, under sections 397 and 398 of the Companies Act, 1956. After considering the case, the hon'ble Company Law Board was pleased to dispose of C.P. No. 56 of 2002 by an order dated November 10, 2006 (D. Ramkishore v. Vijayawada Share Brokers Ltd, 2007 140 CompCas 180 (CLB)), by appointing a chairman to carry out directions given in the order. Pursuant to the above order, Vijayawada Share Brokers Ltd., along with 4 other respondents of the company petition have filed the present C.A. No. 138 of 2008 by seeking some directions. This CA is thus was forwarded to this Bench during July, 2016, upon constitution of the National Company Law Tribunal Bench at Hyderabad for the cases belonging to the States of Andhra Pradesh and Telangana. Hence, we have taken this CA on the records of this Bench and deciding it. The brief facts, which leads to the filing of present C.A. No. 138 of 2008 (which is referred to as "application" herein under for brevity) are as follows: (a) The company petition was filed under sections 397 and 398 of the Companies Act, 1956 by, inter alia, seeking directions; to supersede the board of directors and to appoint an administrator to take charge of the affairs of the company; to restrain the respondents from entering into or handing over the possession of the company's landed property to third parties, etc. (b) The company petition was finally disposed of, by the Company Law Board, by an order dated November 10, 2006 with the following directions: (i) The company will convene and hold a meeting of its members to elect directors not exceeding five in number, upon which the board so constituted will appoint one of its directors to be a managing director. The hon'ble Justice Mr. P. Ramakrishnam Raju (Retd.) Hyderabad-500 034 will preside over the meeting convened in terms of this order. He is at liberty to take the services of any practising company secretary of his choice in discharge of his functions; (ii) The chairman will work out the entire modalities of convening and holding of the general meeting in consultation with the company; (iii) The chairman of the meeting will forward a report on the proceedings of the general meeting within ten days of conclusion of the meeting; (iv) The board of directors constituted in terms of this order shall forthwith replace the existing board and shall-- (a) Manage the day-to-day affairs of the company as per the memorandum and articles of association of the company; (b) Take necessary steps for due and proper sale of the landed property belonging to the company under the supervision of the chairman appointed by this Bench for the best possible price and distribute the sale proceeds among all the shareholders according to their holding in the company; (c) Deliver share certificates to the members in respect of their holding in the company. (v) The sale of 570 sq. yards of the landed property already effected and registered by the company in favour of third party purchasers is confirmed. (vi) Liberty to apply, in case of any difficulty in implementation of the order was given. (c) Pursuant to the above order, Company Appeal No. 4 of 2007 and several C. As. No. 288 of 2008 and batch, were filed before the hon'ble High Court of Judicature, Andhra Pradesh at Hyderabad, by questioning the validity of the said order of the Company Law Board and seeking several reliefs by the respective parties. Ultimately, the hon'ble High Court was pleased to dismiss the said CAs by an order dated March 13, 2008 (D. Ramkishore v. Vijayawada Share Brokers Ltd, 2007 140 CompCas 180 (AP)) and also disposed of all CAs filed in the case, by confirming the order of the Company Law Board. (d) Pursuant to the appointment of hon'ble Justice Shri P. Rama-krishnam Raju as the chairman, he has taken necessary action to implement the directions of the Company Law Board in the said order. Ultimately, on clearing several legal hurdles/objections by the parties, he was able to conduct the extraordinary general meeting on August 30, 2008 but results of the elections were ultimately declared on January 3, 2009 by declaring that five candidates, who have secured highest votes as elected. The Company Law Board, on filing this application, passed interim orders on January 2, 2009 by observing that any decision that may be declared by the chairman of the meeting would not be implemented without the leaves of the Bench. Hence, the next course of action as contemplated under clause IV of order dated November 10, 2006, i.e., the new board so constituted shall have to manage the day-to-day affairs of the company as per memorandum and articles of association of the company and to take necessary steps for due and proper sale of landed property of company in question under the supervision of chairman for the best possible price and distribute the sale proceeds among all the shareholders according to their holding in the company and to deliver certificates to the members in respect of their holding in the company are kept pending since the case is pending disposal on this Bench. (e) The applicants herein have filed the present application under regulation 44 of the Company Law Board Regulations, 1991, by seeking several directions disputing the votes cast in election, etc., and sought directions to the chairman also. The applicants have questioned the conducting of elections on various grounds and also raised several errors in the finalisation of the list of shareholders in conveying and conducting the meeting, etc., by the learned chairman in accordance with the orders of the hon'ble Bench. Some of the parties have stated to have instituted several civil suits before civil courts based on the disputes raised in present case.
(2.) Heard Shri V.S. Raju, learned counsel for respondents Nos. 1 to 22, Shri J. Ramesh Babu, learned counsel for respondents Nos. 24, 25, 28 and Shri V. Hariharan along Shri Abhishek Dash, learned counsel for respondent No. 23. We have carefully perused all the pleadings of respective parties along with material papers filed in their support.
(3.) The company petition was filed in the year 2002 and more than 14 years have lapsed since then, and still the parties are raising frivolous and pure technical issues so as to see that the issue in question should be kept pending without reaching finality at least in accordance with the directions of the Company Law Board. The Company Law Board, after considering the entire issue in depth, has appointed an experienced and highest judicial officer to oversee the directions of the Company Law Board to be implemented. It is to be pointed here that the hon'ble chairman has not faced any difficulty in implementing the directions of the Company Law Board, but the applicants herein raising several disputes, which in our opinion, have hardly have any merits to consider, especially when the order of the Company Law Board has become final.;