IN RE: GRUH FINANCE LTD. Vs. STATE

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 84 of 2012 filed under sections 284 and 628 and other applicable provisions of the Companies Act, 1956 with violation of section 195 of Code of Criminal Procedure, 1973 ('Cr.P.C.') and other applicable Act with Contempt of Court ('the Act') between Shri Sureshchandra V. Parekh (the petitioner/applicant) and Gruh Finance Ltd. ('the respondents') praying that:

(2.) THE petitioners' case is that despite notice to the respondent -company to include resolution for removal of Mr. Keki M. Mistry, the respondent -company had issued notice for convening the AGM on 18th June, 2012 without including the resolution and without seeking any exemption from the CLB from circulation of the notice for removal of Mr. Keki M. Mistry who according to the petitioner is responsible for financial loss of approximately 69 lakhs to the petitioners on account of HDFC not allotting 700 preferential shares and their entitlement to get additional shares of 1,600 and not giving dividend due to the petitioners. The petitioners also alleged and drew my attention to various documents annexed to the petition to emphasise that Mr. Keki M. Mistry has indulged in huge frauds and is not eligible to be a director in this subsidiary company of HDFC. The petitioners' case is that section 284 of the Act is not to be read with section 188(2) of the Act. To support their contentions, the petitioners relied upon the decision of the Hon'ble Gujarat High Court given vide order dated 1st February, 2010 in OJ Appeal No. 107 of 2009 in Sureshchandra V. Parekh v. HDFC Ltd., wherein last para reads as under:

(3.) THE counsel for the respondents pointed out that they have accepted a very short notice on this petition while being present in the court yesterday in another matter and, hence, they are not filing the reply and arguing the matter without reply should not be treated as non -denial of the allegations in the petition. It was argued that the petition is not maintainable. It was pointed out that the provisions of sections 284, 628 of the Companies Act and section 195 of the Cr.P.C. do not get attracted in the present case. Reading the provisions of section 188(5) it was argued that the company is not bound to circulate any resolution proposed by the petitioners who were not eligible to do so on account of their ineligibility under section 188(2)(a) or (b).