K ADIAMAN Vs. RELIABLE COMPUTER FORMS PRIVATE LIMITED

JUDGEMENT

(1.) THE petitioner holding in excess of 10% of the issued and paid up capital of M/s. Reliable Computer Forms Private Limited ("the Company") has invoked the jurisdiction of the Company Law Board under Sections 163, 196, 237(b), 397, 398, 402, 403 and 406 read with Schedule XI of the Companies Act, 1956 ("the Act"), with a view to bring to an end the acts complained of in the affairs of the Company and urged for the following reliefs:

(2.) Shri G. Venkataramani, learned Counsel, while initiating his arguments in support of the petitioner, submitted:

(3.) AT the annual general meeting held on 13.10.2004, none of the additional directors including the fourth respondent was appointed and thereby they ceased to be directors of the Company, as a result of which the petitioner and the third respondent alone continued to be director of the Company and the petitioner was managing the affairs of the Company. The balance sheet for the year ended 31.03.2005 brought out later, was signed by the respondents 2 & 3, as the second respondent was not a director of the Company as on 31.03.2005. The respondents 2 & 4 are not lawful directors and, therefore, they have no right to continue in the office of director. Article 34A provides that only a member holding in his own name 2000 shares being eligible for being elected as director, whereas the second respondent has not satisfied this minimum requirement and, therefore, he has no authority to act as a director.