L.P.A. No. 1647 of 2010 (O&M) 1 IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH L.P.A. No. 1647 of 2010 (O&M) Date of decision: 7.3.2011 Mrs. Ranjit Charles Singh ................Appellant Versus Registrar of Companies and others ...................Respondents CORAM:- HON'BLE Mr. JUSTICE RANJAN GOGOI CHIEF JUSTICE HON'BLE MR. JUSTICE AUGUSTINE GEORGE MASIH Present: Mr. Anil Malhotra, Advocate, for the appellant. Mr. Rajiv Kumar Saini, Advocate, for Mr. Gaurav Singh Hooda, Advocate, for respondent No.1 Ms. Gurpreet Brar, Advocate, for Mr. Onkar Singh Batalavi, Advocate, for respondent No.2 Mr. Rajesh Sethi, Advocate, for respondent No.3 Ms. Manmeet Arora and Mr. Aashish Chopra, Advocates for respondent No.4 and Cross Objector. RANJAN GOGOI, CJ. : (Oral) Civil Writ Petition No.20800 of 2010 was filed by the appellant seeking the following reliefs:- “(a) Issue a writ, order or direction in the nature of mandamus or any other writ, order or direction of like nature directing the respondents to undertake an investigation and inquiry into the affairs of the Company to ensure compliance with the statutory obligations provided under the Companies Act and the Income L.P.A. No. 1647 of 2010 (O&M) 2 Tax Act; (b) Direct the Central Government (through the Ministry of Corporate Affairs) to undertake an investigation into the affairs of the Company; (c) Direct the ROC to exercise its powers under the Companies Act, including section 234, to inquire into the manner in which the Company's affairs are being conducted. (d) Direct the Director General of Income Tax (Investigation) to undertake an investigation into the affairs of the Company to ensure that non-compliances under the Income Tax Act with respect to the sale of properties is dealt with appropriately; (e) Issue a writ of mandamus, or a writ in the nature of mandamus, or any other appropriate writ, order or direction, directing the Central Government, the RoC and the Director General of Income Tax (Investigation) to furnish all the details of the accounts, information and any other relevant details and particulars of the Company (f) Issue a writ, order or direction in the nature of mandamus or any other writ, order or direction of like nature directing the respondent/company that till such time all the statutory obligations under the provisions of the Companies Act, 1956 are complied with by the Company, all the assets and properties including immovable properties of the Company shall not be sold and/or disposed of nor third party rights created in respect thereof and shall remain under the charge of an officer. L.P.A. No. 1647 of 2010 (O&M) 3 xx xx xx xx xx”. The maintainability of the writ petition is open to serious doubts in view of the provisions contained in Section 235 of the Companies Act under which an investigation into the affairs of the company by the Central Government can be ordered only if the prescribed number of share holders or share holders having the prescribed percentage of voting rights approaches the court . Notwithstanding the above, a prayer was made at the hearing of the writ petition on behalf of the writ-petitioner appellant for an order directing disposal of the representations filed by the petitioner (Annexure P-2 and P-3 to the writ petition) without going into the merits of the case. The learned Single Judge ordered accordingly and further directed that if on consideration of the representations any further action is required the same shall also be taken. As against the aforesaid order of the learned Single Judge dated 22.11.2010 this appeal has been filed contending that no interim protection with regard to transfer, alienation of the properties of the company by the respondent No.4 was granted by the learned Single Judge. Coincidentally, no such prayer was made before the learned Single Judge. Be that as it may, by order dated 3.12.2010 passed in the present L.P.A. the respondent No.4 was directed not to transfer/alienate or hand over possession of the properties of the company without leave of the Court. Pursuant to the order of the learned Single Judge dated 22.11.2010 and the interim order dated 3.12.2010 in the L.P.A. a public notice was published in the newspapers by the appellant stating that in L.P.A. No. 1647 of 2010 (O&M) 4 C.W.P. No. 20800 of 2010 this court had passed an order dated 22.11.2010 whereby the Ministry of Corporate Affairs Noida(UP) has been directed to investigate the grievances made in Annexure P-2 to the writ petition. A similar statement was made that this Court had directed the Director General of Income Tax(Investigations) to investigate the grievances made in the representation (Annexure P-3). In the aforesaid public notice there was also a reference to the interim order of this Court dated 3.12.2010. It has been stated that by the said order this Court had directed that respondent No.4 i.e. Pure Drinks (Calcutta) Ltd. which comprises of and includes Pure Drinks (New Delhi) Ltd., Pure Drinks Ltd. (Mumbai), Southern Bottlers Pvt. Ltd. and Punjab Beverage Ltd. shall not transfer/alienate or hand over possession of the properties of the said companies without leave of the Court. As already observed no restraint order with regard to transfer/alienation of the properties of the company was prayed for before the learned Single Judge on 22.11.2010 when the writ petition was disposed of. The only prayer made before the learned Single Judge was for disposal of the representations (Annexures P-2 and P-3) filed by the petitioner which was granted. If no prayer for interim restraint of transfer/alienation of properties had been made by the petitioner at the time of the hearing of the writ petition, it is difficult to understand how non-grant of the said relief can form the subject matter of a grievance to be highlighted in the present L.P.A. The above apart what was directed by learned Single Judge's order dated 22.11.2010 is mere a disposal of the representations (Annexures L.P.A. No. 1647 of 2010 (O&M) 5 P-2 and P-3) filed by the petitioner. However, in the public notice a different colour has been sought to be given by mentioning that what was directed by the said order is an investigation of the grievances made in Annexure P-3. The tenure of the notice would suggest that the order of the court dated 22.11.2010 was for investigation though what the court had intended by the said order was a mere disposal of the petitioner's representations. In the aforesaid public notice there appears to be also a mis- representation of the courts interim order dated 3.12.2010. By the said order the restraint imposed was only on the respondent No.4. However, in the public notice it has been made to appear that the said restraint was in respect of other companies i.e. Pure Drinks (New Delhi) Ltd., Pure Drinks Ltd. (Mumbai), Southern Bottles Pvt. Ltd and Punjab Beverage Ltd. which are not even parties to the writ petition or the appeal. The contention that the aforesaid companies are subsidiary companies of respondent No.4 namely Pure Drinks (Calcutta) Ltd. having common share holding and membership of the Board of Directors, even if accepted to be correct, will not alter the fact that the said companies have distinct and separate identities being separate incorporated entities under the Companies Act and the said entities were neither parties to the present proceeding nor covered by the interim order dated 3.12.2010. In the above circumstances we reach the conclusion that there would be serious doubt with regard to the maintainability of the writ petition as well as the L.P.A. There also exists circumstances which do not point out to the bonafides of the appellant. Accordingly, we decline to L.P.A. No. 1647 of 2010 (O&M) 6 entertain this L.P.A. any further. It is, therefore dismissed and the interim order dated 3.12.2010 is vacated. C.M. Nos. 1033 and 1034 of 2011 C.Ms stand disposed of in terms of order passed in L.PA. No. 1647 of 2010. Cross Objection No.1 of 2011 in L.P.A. No. 1647 of 2010 Cross Objection is partly allowed in terms of order passed in L.P.A. No. 1647 of 2010. Any surviving grievance arising from the said order of the learned Single Judge may be agitated by means of a separate appeal. (RANJAN GOGOI) CHIEF JUSTICE (AUGUSTINE GEORGE MASIH) JUDGE March 7, 2011 RSK NOTE: Whether to be referred to the Reporter or not? _____ L.P.A. No. 1647 of 2010 (O&M) 7