M. KRISHNA REDDY v. THE REGIONAL DIRECTOR

A COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 AND HAVING ITS REGISTERED OFFICE AT NO.28, BALAJI COMPLEX, ADJACENT TO CENTRAL SILK BOARD, HOSUR MAIN ROAD, BANGALORE-560 068. REPRESENTED BY ITS DIRECTOR, SRI.ARUN BALLAKUR.

#4. SRI ARUN BALLAKUR S/O LATE B.L.N.RAO, AGED ABOUT 58 YEARS, R/O NO.295, 19TH MAIN, 6TH BLOCK, KORAMANGALA, BENGALURU-560 095.

#5. SMT MADHAVI BALLAKUR W/O SRI ARUN BALLAKUR, R/O NO.295, 19TH MAIN, 6TH BLOCK, KORAMANGALA, BENGALURU-560 095. …RESPONDENTS (BY SRI. JAYAKRISHNA T.S., ADVOCATE FOR SRI. MAYA HOLLA FOR C/R4 & R5; SRI. PREMA HATTI.,ADVOCATE FOR R1 AND R2; R3 SERVED BUT UNREPRESENTED) THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA, PRAYING TO QUASH THE IMPUGNED ORDER DATED.22.11.2017 VIDE ANNEX-A OF THE R-1.CONSEQUENTLY, DIRECT THE R-2 TO - 3 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR RESTORE THE NAME OF THE PETIITONER AS DIRECTOR OF THE R-3 IN HIS RECORDS AND ALSO HIS DIGITAL SIGNING CERTIFICATE. IN WP NO. 24910/2018 BETWEEN:

#1. MR. ARUN BALLAKUR S/O LATE B.L.N.RAO, AGED ABOUT 59 YEARS, RESIDING AT NO.295, 19TH MAIN, 6TH BLOCK, KORAMANGALA, BENGALURU-560 095.

#2. MRS. MADHAVI BALLAKUR W/O MR. ARUN BALLAKUR, AGED ABOUT 52 YEARS, RESIDING AT NO.295, 19TH MAIN, 6TH BLOCK, KORAMANGALA BENGALURU-560 095.

#3. M/S ACE FORGE PRIVATE LIMITED NO.28 BALAJI COMPLEX, HOSUR MAIN ROAD, ADJACENT TO SILK BOARD, BENGALURU-560 068. (BY SRI. JAYAKRISHNA T.S., ADVOCATE FOR SMT. MAYA HOLLA, FOR ADVOCATE) AND: ...PETITIONERS - 4 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR

#1. BANK OF INDIA BANGALORE SME BRANCH, SHWETHA ARCADE, 578-B, 100FT RING ROAD, HSR LAYOUT, BANGALORE-560 068 REPRESENTED BY ITS CHIEF MANAGER.

#2. ZONAL MANAGER BANK OF INDIA NO.11, KEMPEGOWDA ROAD, BANGALORE-560 009

#3. M. KRISHNA REDDY S/O M. VENKATAREDDY AGED ABOUT 55 YEARS NO.59D, 4TH A CROSS 30TH MAIN, BTM II STAGE BENGALURU - 560 076. ...RESPONDENTS (BY SRI. PRASHANTH N. HEGDE., ADVOCATE FOR R1 AND R2; SRI. K V SATISH.,ADVOCATE FOR R3) THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA, PRAYING TO DIRECT THE RESPONDENTS TO PERMIT THE P-1 AND 2 TO OPERATE THE BANK ACCOUNTS OF THE NUMBERED 842630100000042, 842630100000043, 8426201100000452 WITH THE R-1 AND ETC. THESE PETITIONS, COMING ON FOR PRELIMINARY HEARING IN 'B GROUP, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE M.G.S. KAMAL - 5 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR ORAL ORDER

#1. Writ petition in W.P.No.54686/2017 is filed by the petitioner claiming to be one of the directors of Respondent No.3-Company, directors Respondent Nos.4 and 5, seeking following reliefs: a) Issue a writ order or directions in the nature of certiorari quashing (SER) /ICROC(B)-104/2016-17 dated 22.11.2017 (Annexure - A) of the Respondent No.1; impugned order bearing No.6/RD b) Consequently, issue a writ order or directions in the nature of certiorari directing the 2nd Respondent to restore the name of the Petitioner as director of the 3rd Respondent in his records and also his digital signing certificate; and c) Issue any other appropriate writ, order or directions as this Hon'ble court deems fit under the facts and circumstances of the case, in the interest of justice and equity.

1.1 Writ petition in W.P.No.24910/2018 is filed by petitioners, respondent Nos.4 5 W.P.No.54686/2017 seeking following reliefs: operate ''i. Direct the respondents to permit the 1st and 2nd petitioners numbered 842630100000042, 842630100000043 and 842620110000452 with the 1st Respondent. accounts ii. Direct the respondents to pay to the petitioners a sum of Rs.1 Crore as compensation for illegal stoppage of banking operations of the company; iii. Grant such other and further reliefs as this Hon'ble Court deems fit and proper, in the interest of justice.'' - 6 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR

#2. There appears to have been internal dispute between the petitioner and respondent Nos.4 and 5 (petitioners in W.P.No.24910/2018) which has resulted in respondent Nos.4 and 5 (petitioners in W.P.No.24910/2018) removing the petitioner in W.P.No.54686/2017 as a director of respondent No.3-Company in terms of Section 169 of the Companies Act, 2013.

#3. Respondent Nos.4 5 (petitioners W.P.No.24910/2018) claims themselves to be shareholders of respondent No.3-Company in the ratio of

59.31% and while the petitioner and his family members having remaining share holdings of the respondent No.3- Company. This process of removal of petitioner from the directorship of respondent No.3-Company has been challenged and questioned in several proceedings before the Company Law Board as well as before this Court.

#4. The shareholding was also subject matter of dispute before the Company Law Board which was raised by the petitioner in W.P.No.54686/2017 resulted in its dismissal. An appeal filed against the said dismissal, by the - 7 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR petitioner in Company Appeal Nos.24/2015 and 25/2015, resulted in disposal with an observation that all the contentions between the parties shall be resolved in the pending Civil Suit in O.S.Nos.9950/2015 and 9952/2015, which were already filed.

#5. Things stood thus, the impugned order as per Annexure-A dated 22.11.2017 came to be passed by the respondent No.1-Regional Director directing the respondent No.2- Registrar of companies to accept the resolution of removal of the petitioner passed by the respondent Nos.4 and 5 and to submit the action taken report within three working days. Being aggrieved, petitioner W.P.No.54686/2019, is before this Court seeking relief as note above.

#6. As regards, writ petition in W.P.No.24910/2018 is concerned the relief sought as noted above is in the light of ongoing dispute between the respondent No.3 (petitioner in W.P.No.54686/2017) and petitioners (who are the respondent Nos.4 and 5 in W.P.No.54686/2017). - 8 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR

#7. Learned counsel for the petitioner in W.P.No.54686/2017 submits that since the issue of share holdings and the very authority of respondent Nos.4 and 5 as a directorship questioned pending consideration in the suit, the outcome of the suit will have bearing on the question raised in these writ petitions. He submits that the suit is at the stage of hearing the arguments on the main by the parties.

#8. Learned counsel for the respondents, on the other hand, submits that the issue raised in the pending suit is substantial in nature, the present petition is only questioning the order passed by the respondent No.1 who has directed respondent No.2 to accept the resolution resulting removal of the petitioner directorship and the consequence of the order impugned in this petition has no bearing with the suit pending.

#9. He further submits that approximately a sum close to Rs.1,00,00,000/- is lying in the bank account maintained by the respondent No.1-Bank of India and in view of the - 9 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR pendency of the petitions and the suit, the respondents are not in a position to operate the said bank accounts.

#10. Heard and perused the records.

#11. It is not in dispute the petitioner W.P.No.54686/2017 initiated a O.S.Nos.9950/2015 and 9952/2015 seeking substantive relief in the nature of declaration to declare respondent Nos.4 and 5 (petitioners in W.P.No.24910/2018) are not the shareholders of respondent No.3-Company.

#12. Needless to state, even as observed by the Division Bench of this Court in Company Appeal Nos.24/2015 c/w 25/2015, which was filed by the petitioner W.P.No.54686/2017, as against the order passed by the Company Law Board, the allegations of fraud and forgery required to be gone into in the said suit. If in the event of petitioner in W.P.No.54686/2017 succeeding in the said suit, all actions taken by the respondent Nos.4 and 5 (petitioners in W.P.No.24910/2018) claiming themselves to be the directors of the respondent No.3-Company will - 10 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR also stands eroded. That does not mean that the present petition shall be kept pending till outcome of the said suit.

#13. As there has been no interim orders passed in any of the proceedings till culmination of the order being passed by the respondent No.1-Regional Director in the instant case, this Court do not see any reason to keep this matter pending.

#14. At this juncture, learned counsel for the petitioner in W.P.No.54686/2017, submits that if an observation is made clarifying that the order dated 22.11.2017 passed by respondent No.1 as per Annexure-A which is impugned in this petition and the consequences thereof would be subject outcome the pending O.S.Nos.9950/2015 and 9952/2015, the purpose of the present petition would be served.

#15. Learned counsel for the respondent Nos.4 and 5, (petitioners in W.P.No.24910/2018) does not dispute the same.

#16. Submission is taken on record. - 11 - NC: 2026:KHC:33681 WP No. 54686 of 2017 C/W WP No. 24910 of 2018 HC-KAR

#17. In view of the above, writ petitions are disposed of, with the following observation: (a) The impugned order dated 22.11.2017 passed by respondent No.1 as per Annexure-A, accepting the removal of the petitioner in W.P.No.54686/2017 from the directorship of respondent No.3-Company, shall be subject to outcome of the suit in O.S.Nos.9950/2015 and 9952/2015, which is pending consideration. (b) Similarly, the aforesaid suits in O.S.Nos.9950/2015 and 9952/2015, encompass all the disputes between the parties, the respondent Nos.4 and 5, who are the petitioners in W.P.No.24910/2018, would be entitled to operate the bank account subject to outcome of the suit in O.S.Nos.9950/2015 and 9952/2015. (c) All contentions are kept open. Sd/- (M.G.S. KAMAL) JUDGE RL List No.: 1 Sl No.: 25