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25. Mr. Madon would urge that the alleged ground of respondent nos.6 and 7 that they were not directors of respondent no.1, when the consent terms were signed is not just false but completely dishonest and a mala fide attempt on the part of the said respondents to frustrate lawful and valid consent terms and to ensure that no order is passed in terms thereof, for reasons best known to them.
26. Mr. Madon would refer to a letter dated 5 April 2021 addressed to respondent no.1 to the effect that respondent no.6 is resigning from the Shubham/Pallavi/Mayur 17/89 401-IAL-26702-2024.doc board of directors as alleged by respondent nos.3 and 4 in their affidavit dated 10 December 2024. According to Mr. Madon, this is clearly a backdated and fabricated document. Respondent no.6 continued to be a director and even signed the board resolution dated 25 October 2023 inter alia authorizing the respondent no.2 to file the consent terms on behalf of respondent no.1. Further, the falsity of such plea is writ large as such alleged resignation of respondent no.6 was filed with the Registrar of Companies on 3 November 2023, after the said consent terms were executed and tendered before this Court. Mr. Madon would also urge that the resolution dated 26 April 2021 which was relied on by respondent nos.3 and 4 in their affidavit dated 10 December 2024 by which the resignation of respondent no.6 was accepted with immediate effect is clearly a back dated and fabricated document which cannot be relied upon.
38. Mr. Madon would then refer to e-form DIR-12 dated 3 November 2023 filed by respondent no.3 purporting to act on behalf of respondent no.1 recording the resignation of respondent no.6 from the board of directors of respondent no.1 w.e.f. 26 April 2021. In this context Mr. Madon would submit that such form was filed belatedly after the consent terms were executed in Court. The resignation letter dated 26 April 2021 as submitted above is therefore clearly a backdated document. Section 168(1) of Shubham/Pallavi/Mayur 23/89 401-IAL-26702-2024.doc the Companies Act, 2013 read with Rule 15 of the Companies (Appointment and Disqualification of the Directors) Rule, 2014 stipulate that a company is required within 30 days of receipt of notice of resignation from a director, to file form DIR-12 informing the ROC of such resignation and also posting such information on its website, if any. There is nothing on record to show that this was done. In any event, respondent no.6 signed the consent terms in his personal capacity and not on behalf of respondent no.1. Thus, the question of whether or not he was the director at the relevant time is inconsequential, without relevance.

d) Further, the applicants have misled the court by contending that the resolution dated 26 April 2021 is a matter of indoor management in so far as respondent no. 1 is concerned. As is evident from paragraph 3.9 to 3.14 read with the Exhibits - B to G in the affidavit in reply dated 4 December 2024 of respondent no. 2 as well as in the affidavit dated 23 January 2025 filed by respondent no. 4 which refers to an email dated 26 April 2021 from the Company Secretary of the applicant no. 1 making it clear that the applicants were always aware of the resignations of respondent nos. 6 and 7. The applicants thus deliberately suppressed such relevant and material fact of resignation of respondent nos. 6 and 7 and made a false assertions that the resolution dated 26 April 2021 was backdated. Thereafter, as a Shubham/Pallavi/Mayur 44/89 401-IAL-26702-2024.doc complete afterthought and in a desperate attempt to cover up such suppression, the applicants at the hearing held on 27 February 2025 filed the affidavit dated 26 February 2025.