R. RAVICHANDRAN Vs. LAKSHMIRAM BRIGHT BARS P. LTD.

JUDGEMENT

(1.) THESE four applications are filed in the two company petitions filed under Sections 397, 398, 402 and 406 of the Companies Act, 1956. The applicants are respectively the auditor and company secretary of the first Respondent -company, who were impleaded as Respondents Nos. 6 and 7 in the company petition. The applicants are seeking to delete their names from the party array. Both the applicants are fully independent professionals. It is stated that they are unnecessarily dragged into the proceedings, which has adversely affected their reputation in various professional circles. According to them, except a bald averment that they are colluding with the other Respondents, no material is placed on record to make them a party to the company petition. It is pointed out that the Petitioner himself had expressed faith and confidence in these two professionals till the filing of the company petition, as evident from the documents filed. The inconsistency in the pleadings is also pointed out as another reason to suspect the bona fides of the Petitioners/Respondents.

(2.) THE main complaint in the company petition is regarding the stock reconciliation. The applicants submitted that the stock reconciliation was effectively completed as admitted by the Petitioner himself in a suit filed by another group company, and the very fact has been denied by him in this petition. My attention was drawn to an e -mail sent by the Petitioner (page 71 of company petition) wherein it is stated that "professionals are keeping our family business interest and unity in mind". According to the applicants the attachment to the above e -mail would further show the last item in the agenda as the review of performance of auditors and their firms and rotation of auditors amongst the firm. The name of the firm is M/s. Mani and Sridhar, but the applicant Sridhar alone is made a party. It is pointed out by the applicants that even after conducting a review of performance of the auditor, no adverse remark has been communicated to him. The e -mail sent by the Petitioner on August 23, 2008, is relied on to argue that the Petitioner has been treating the auditor as an advisor. According to the auditor, the Petitioner has reposed confidence in him at the time of a settlement talk, and when it failed he is being treated as hostile (vide pages 74, 78, 83 of company petition). According to the auditor he attended the board meetings as per specific request from the board from 1995 onwards. It is pointed out that so long as his complicity with the directors is not proved his name is liable to be deleted from the party array. It is submitted that these applicants are impleaded with a mala fide intention just to put pressure on the other group for settlement. There is evidence to show that the mediation on June, 2009 had failed. It was finally argued that the professional misconduct if any by the chartered accountants and company secretaries will not be normally examined by the Company Law Board and the remedy of the Petitioner lies elsewhere.