BSE LTD. Vs. SURESHCHANDRA V. PAREKH

JUDGEMENT

(1.) FEELING aggrieved by a special notice dated 18th March, 2013 purportedly issued under section 190 of the Companies Act, 1956 ('the Act') by the respondents for removal of Mr. Keki M. Mistry as a director of the petitioner -company on the grounds contained therein, the petitioner -company has approached this Bench by invoking the provision contained in section 188 of the Act seeking exemption to circulate the notice and the statement made thereunder stating that the respondents are abusing their rights to secure needless publicity for defamatory matter. Brief facts leading to filing of the present company petition, as set out therein are as follows:

(2.) IN pursuance to advance notices, the respondents appeared and filed then reply (Exh. AA) enclosing various documents. In their reply, the respondents have sought dismissal of the petition, inter alia, mainly on the two grounds. First ground stated by the respondents is that the petitioner -company has not approached this Bench with clean hands and the petitioner has suppressed numerous vital and material facts as well as documents and the second ground taken by the respondents is that the provision contained in section 188 of the Act does not bar the respondents being holder of 5 shares, from issuing a special notice under section 190 read with section 284 of the Act as contended by the petitioner.

(3.) BASED on the submissions advanced by the parties and the material available on record the first issue which arises for my consideration is as to whether the petitioner is guilty of suppression of material and vital facts of the case? and if so, its effects. According to the respondent No. 1, the petitioner has concealed material and vital facts in the petition and has not come to the CLB with clean hands, hence, on this ground alone the petition is liable to be dismissed. Mr. Parekh has taken me through contents of all the documents filed along with the reply which I will deal hereinafter. He has also relied upon the following decisions to support his contention: