Kerala High Court
Kerala Chamber Of Commerce & Industry vs Sri.M.K.Ansari on 7 June, 2014
Author: K.Abraham Mathew
Bench: K.Abraham Mathew
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT:
THE HONOURABLE MR. JUSTICE K.ABRAHAM MATHEW
MONDAY,THE 29TH DAY OF FEBRUARY 2016/10TH PHALGUNA, 1937
OP(C).No. 1160 of 2015 (O)
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(I.A.NO.6352/2014 IN OS.NO.774/2014 OF 1ST ADDL.MUNSIFF COURT, ERNAKULAM)
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PETITIONER/RESPONDENT IN I.A.NO.6352/2014 IN O.S.NO.774/2014 :
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KERALA CHAMBER OF COMMERCE & INDUSTRY,
CHAMBER CORNER, SHANMUGHAM ROAD,
ERNAKULAM- 682 031,
REPRESENTED BY ITS SECRETARY, SRI.A.J.RAJAN,
AGED 63 YEARS, SON OF SRI.A.A.JOSEPH.
BY ADVS.SRI.ANIL S.RAJ
SMT.K.N.RAJANI
SRI.RADHIKA RAJASEKHARAN P.
SMT.ANILA PETER
SRI.J.VIVEK GEORGE
RESPONDENT/PETITIONER IN IA.NO.6352/2014 IN O.S.NO.774/2014 :
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SRI.M.K.ANSARI,
AGED 52 YEARS, S/O.SRI.M.K.KOCHUMUHAMMED,
RESIDING AT 4G SI MANDALAY POINT, BYPASS JUNCTION,
EDAPPALLY, KOCHI- 682 024, MANAGING PARTNER,
TAP WORLD, KUNHALUS PLACE, P.T.USHA ROAD,
COCHIN -682 011.
BY ADVS. SRI.C.S.AJITH PRAKASH
SRI.P.S.SYAMKUTTAN
THIS OP (CIVIL) HAVING BEEN FINALLY HEARD
ON 12-02-2016,ALONG WITH OPC.NO.1159 OF 2015, THE COURT
ON 29-02-2016 DELIVERED THE FOLLOWING:
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OP(C).No. 1160 of 2015 (O)
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APPENDIX
PETITIONER(S)' EXHIBITS
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P1: TRUE COPY OF THE PLAINT IN OS.NO.774/2014 ON THE FILES OF THE
HON'BLE 1ST ADDL. MUNISFF'S COURT,ERNAKULAM DATED 07.06.2014
P2: TRUE COPY OF THE ORDER IN IA.NO.4560/2014 IN OS.NO.774/2014 OF THE
HON'BLE MUNSIFF'S COURT, ERNAKULAM DATED 10.07.2014
P3: TRUE COPY OF THE ORDER IN IA.NO.3340/2014 IN CMA.NO.48/2014 OF THE
HON'BLE DISTRICT COURT, ERNAKULAM DATED 24.07.2014
P4: TRUE COPY OF THE IA.NO.4237/2014 IN OS.NO.774/2014 DATED 10.06.2014
P5: TRUE COPY OF THE IA.NO.6352/2014 IN OS.NO.774/2014 DATED 21.08.2014
P6: TRUE COPY OF THE COUNTER FILED BY RESPONDENT TO IA.NO.6352/2014 IN
OS.NO.774/2014 DATED 06.11.2014
P7: TRUE COPY OF THE ORDER IN IA.NO.6352/2014 IN OS.NO.774/2014 OF THE
HON'BLE MUNSIFF'S COURT, DATED 31.01.2015
RESPONDENT(S)' EXHIBITS
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R1(A): COPY OF THE LETTER DATED 12/5/2014 ISSUED BY THE KCCI.
R1(B): COPY OF THE ORDER IN I.A.NO.3991/2014
R1(C): COPY OF THE E-MAIL COMMUNICATION DATED 12/6/2014
R1(D): COPY OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF
ASSOCIATION
R1(E): COPY OF THE ARTICLES OF ASSOCIATION
R1(F): COPY OF THE AMENDMENT APPLICATION I.A.NO.4237/2014 IN OS.NO.774/2014
R1(G): COPY OF THE AGM NOTICE DATED 23/6/2014 CONTAINING THE RESOLUTION
R1(H): COPY OF THE COUNTER AFFIDAVIT DATED 08/07/2014 FILED BY THE
SECRETARY OF THE PETITIONER IN OS.NO.904/2014
R1(I): COPY OF THE SET OF DOCUMENTS STYLED AS DRAFT MINUTES AND
APPROVED MINUTES FILED IN O.S.NO.904/2014 COLLECTIVELY
R1(J): COPY OF THE JUDGMENT DATED 23/10/2014 IN OP(C).NO.2044/2014
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OP(C).NO.1160/2015
R1(K): COPY OF THE JUDGMENT IN R.P.NO.932/2014 DATED 25/11/2014
R1(L): COPY OF THE FIR IN CRIME NO.923/2015
R1(M): COPY OF THE RELEVANT PAGES OF THE MINUTES OF THE BOARD MEETING
DATED 12/02/2015
R1(N): COPY OF THE SUSPENTION NOTICE DATED 12/10/2015
R1(O): COPY OF THE SHOW CAUSE NOTICE DATED 26/10/2015
R1(P): COPY OF THE REPLY SUBMITTED BY THE PETITIONER DATED 10/11/2015
R1(Q): COPY OF THE ORDER OF THE MINISTRY OF CORPORATE AFFAIRS DATED
17/9/2008
R1(R): COPY OF THE EXTRACT OF THE RESOLUTION OF KCCI
R1(S): COPY OF THE ARTICLES AND MEMORANDUM OF ASSOCIATION SO OBTAINED
DATED 2/11/2015 WITH THE SEAL OF THE REGISTRAR OF THE COMPANIES.
R1(T): COPY OF THE APPLICATION SUBMITTED BY THIS RESPONDENT BEFORE THE
MCA FOR OBTAINING THE CERTIFIED COPY OF THE MEMORANDUM AND
ARTICLES OF THE ASSOCIATION
R1(U): COPY OF THE PROCEEDINGS ORDER DATED 12/1/2016 OF THE CHIEF
JUDICIAL MAGISTRATE COURT, ERNAKULAM.
/TRUE COPY/
P.S.TO JUDGE
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K.ABRAHAM MATHEW J.
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O.P.(C).No.1160 of 2015
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Dated this the 29th day of February, 2016
JUDGMENT
Petitioner is the defendant in a suit for declaration and injunction filed by the respondent. The latter was a member of the petitioner company. He was a director for the period from 2012 to 2014. The company initiated disciplinary action against him for certain alleged commissions and omissions on his part which are said to have adversely affected its interests. He was 'forbidden' from attending the meeting of the Board of Directors on 22.5.2014. He filed the suit for the following two reliefs:
i) A judgment and decree may be passed declaring that, the decision taken in the director Board meeting of the defendant held on 10.4.2014 and 22.5.2014 are void and not binding on the plaintiff and its members.
ii) A judgment and decree may be passed restraining the defendant from proceeding with any action pursuant to the decision taken in the director board meetings held on 10.4.2014 and 22.5.2014.
2. Thereafter the plaint was amended and the following relief also was incorporated.
ii(a). A judgment and decree may be passed restraining the defendant from initiating any action suggestive of misbehaviour and from suspending under 18A of the Articles of Association or removing the plaintiff from the director board of the defendant.
O.P.(C).No.1160 of 2015 2
3. Again he filed an application to amend the plaint to incorporate a declaration that all the actions taken by the petitioner company on and after 12.6.2014 including the holding of Annual General Body Meeting of 19.7.2014 and passing of the resolutions at the meeting are illegal and non est . The learned Munsiff allowed the application though it was opposed by the petitioner. This is challenged.
4. Heard the learned counsel on both sides.
5. The respondent was a member of the petitioner company. He was its director for the period from 2012 to 2014. On the allegation that he acted against the interest of the company it initiated disciplinary action against him. He was 'forbidden' from attending the meeting of the Board of Directors on 22.5.2014. It was this that made him file the suit. Thereafter, several meetings took place. Annual General Body Meeting also was held. The proposed amendment in the plaint is to incorporate a declaration that the actions of the petitioner company on and after 12.6.2014 including the holding of the Annual General Body Meeting of 19.7.2014 and passing of the resolutions at that meeting are illegal and non est. This was allowed by the learned Munsiff for the reason that the events mentioned in the amendment application happened subsequent to the filing of the suit. They are necessary to be incorporated because if they are left unchallenged the purpose of O.P.(C).No.1160 of 2015 3 the suit may be defeated. I do not find any irregularity or illegality in the order passed by the learned Munsiff.
In the result, this Original Petition is dismissed.
Sd/-
K.ABRAHAM MATHEW
JUDGE
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/True copy/ P.S.to Judge