G. KALAISELVAN Vs. REGISTRAR OF COMPANY, CHENNAI

JUDGEMENT

(1.) The Petitioner has filed this Writ Petition seeking issuance of a Writ of Mandamus directing the first respondent to dispose of the Petitioner's representation, dtd. 28/8/2020 after affording personal hearing opportunity, within the time frame fixed by this Court.

(2.) Heard the learned counsel appearing on either side and perused the materials placed before this Court.

(3.) The case of the Petitioner is that the Petitioner and his family members are the joint owners of 1.60 acres of lands in S.F.Nos. 315/1,2,3 and 316/2 of Kottapatti Majra, Sembattu Village of SubRegistrar Office, K.Sathanoor, Tiruchirappalli District.The Petitioner has entered into a Joint Development Agreement with the second respondent company for promoting the apartments/flats in their land and to get approval from the Government and to promote apartments, the Petitioner and family members executed a restricted conditional General Power of Attorney bearing No.1012/20145, dtd. 23/2/2015 to the third respondent, who is the Director and major share holder of the second respondent company and he is the Kingpin of the aforesaid second respondent company. The General Power of attorney was only for constructing and promoting the apartments in the petitioner's land and without the Petitioner's knowledge, the third respondent had sold an extent of 44045 sqft UDS to his own company-Natesan Housing Private Limited, Tiruchirappalli, the second respondent herein, even before starting construction through sale deed No. 658 of 2018, dtd. 12/2/2018.The third respondent colluded with the other Directors of the Second respondent company, created the forged sale deed by misusing the limited power of attorney.Further the third respondent had received the sale consideration by way of three cheques for a sum of Rs.1,17,73,277.00 as a holder of power of attorney, however, the amount was not paid to the principal and the same was swindled by the third respondent and the source from where the aforesaid money was mobilized is also not disclosed by the third respondent in the books of accounts and there is no reference in the books of accounts as to how the said amount was not disbursed to the principal. Thus the second respondent company has also committed a grave error by violating the provisions of the Companies Act by by not disclosing the assets acquired through the registered sale deed. Further the second and third respondents have defrauded the Registration Department by undervaluing the property and by paying less stamp charges. The third respondent is bound to disclse the related parties transaction in respect of the assets acquired. Further the third respondent has gone beyond the scope of the registered power of attorney by selling the undivided share of property of the Petitioner without the knowledge of the principal and that the said power was executed only for a limited purpose for getting DTCP approval for constructing and promoting the apartments. The third respondent with an intention to defraud, had sold the undivided share of the petitioner to his own company, the second respondent company and has acted himself as Vendor as purchasers.Therefore the Petitioner has given complaint to the District Registrar and DIG of Police in this regard. The District Registrar had given a finding that the third respondent had misused his power, however, directed the Petitioner to work out the remedy before the Court. Aggrieved by the same, the Petitioner filed an appeal before the DIG of Registration, Trichy, who in-turn had concurred with the District Registrar, Trichy and held that the third respondent had misused the power. The Petitioner had filed a writ petition in this regard in W.P(MD)No.10433 of 2021 and the same was allowed with a direction to make endorsement on the foot of the alleged document, as it was executed fraudulently. The said order was challenged by the third respondent in Writ Appeal and an order of stay was also granted by referring to the point of jurisdiction and the matter is still pending. Further the Petitioner has given a complaint against the third respondent before the District Crime Branch, Trichy and on compromise the FIR registered against the third respondent was quashed with some conditions and after the same, the third respondent had deliberately failed to comply with the conditions that was agreed to by the third respondent before the Court.Hence the Petitioner filed a recall petition of the above said order and the same is pending.Thereafter, the Petitioner has given a representation on 28/8/2020 making serious allegations and complaints about the second and third respondents about their fraud and cheating by suppressing the material facts and about their business transaction and other returns. On receipt of the representation, the first respondent requested the Petitioner to submit the supporting documents and in reply to the same, the Petitioner sent a detailed complaint along with supporting documents. On receipt of the same, the first respondent sent a notice to the second respondent calling for explanation tocuhing the Petitioner's representation. The third respondent on 15/12/2020 has given a vague explanation accusing the Petitioner. On receipt of the same, the first respondent called for para-wise remarks for the same from the Petitioner, within seven days of the receipt of the same. In response to the same, the Petitioner sent a rejoinder on 10/3/2021. As there is no final adjudication, the Petitioner sent a letter to the first respondent on 27/3/2021 seeking personal hearing and finally on 11/1/2021, sent a similar representation seeking final adjudication of the earlier representations. Left with no other alternative, the Petitioner has filed the present Writ Petition for the relief stated supra.