K N SANKARANARAYANAN Vs. CONSULTATIONS AND SERVICES LTD

JUDGEMENT

(1.) C. M. A. No. 483 of 1993 is by the respondents 2 and 3 in company Petition No. 59 of 1992 on the file of the Company Law Board, Principal bench, New Delhi, under Sec. 10-F of the Companies Act, 1956 (hereinafter referred to as' 'the Act' '). The said C. P. No. 59 of 1992 is under Secs. 397 and 398 of the Act, seeking relief on the basis of oppression and mismanagement by the appellants herein in the administration of the Senka Carbon Private limited, the 2nd respondent herein (1st respondent in the company petition) (hereinafter referred to as' 'the company' '). The said company petition was filed on 11. 11. 1992 by the 1st respondent, viz. , M/s. Shree Consultations & Services private Limited, a corporate member of the abovesaid Company, holding about 700 shares in the company. The civil miscellaneous appeal is only against the order dated 14. 5. 1993 in so far as it holds that the said company petition is maintainable. The said finding regarding the maintainability of the company petition was given by the Company Law Board since the appellants herein raised a preliminary objection, challenging the maintainability of the company petition on the ground that the' 'consent' 'of other members of the said Company as show in Annexure II to the company petition, is not a valid consent within the meaning of that term under sec. 399 (3) of the Act and that therefore, the said company petition is not supported by requisite share holding as contemplated in Sec. 399 (1) (a) of the act.

(2.) IN this connection, the abovesaid consent is said to be not a proper consent in view of the following allegations of the appellants: the copy of the company petition served on the appellants is different from the original petition filed in the Company Law Board since in the copy a list of 25 members is given in the abovesaid Annexure II as persons who have given the abovesaid consent, while in the original petition only 22 members have signed. Further, the genuineness of the signatures of 3 of the abovesaid 25 members is also disputed. Further, in respect of 4 corporate members who were said to have given the consent as per the said Annexure II, appropriate authorisation of board of Directors of the respective corporate bodies was not available. Further, the persons said to have given consent, have not applied their mind in giving the consent. The petitioners have also not established any nexus between the draft petition mentioned in the Annexure II and the petition filed before the Company Law Board.

(3.) ORIGINALLY I thought that since the appeal itself is against the finding regarding the maintainability of the abovesaid company petition, the appear itself could be disposed of within a short time since I originally thought that the said maintainability question might not involve detailed examination of disputed facts and could be disposed of quickly purely as a question of law. No doubt, at that juncture, when the learned counsel for the appellants submitted that in the impugned order, after setting out the rival contentions of the abovesaid maintainability question, the Company Law board has, without any discussion, simply observed as follows and came to the conclusion it reached: "we have carefully considered the views of both the counsels and the facts of the case and we have come to the conclusion that the consent given in Annexure-II meets the requirements of Sec. 399. In view of this, we hold that the petition is maintainable. "