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21. Coming to the arguments on merits, Shri Chaudhary pointed out that the petitioners are guilty of forgery of various documents filed before this Hon'ble Board. The allotment of shares and appointment of directors is valid because (i) it is an admitted case of the petitioners that their was a Board Meeting of the respondent No. 1 company on 01.12.2004, however, the petitioners have shown an allotment of 4800 shares and appointment of additional directors of their group on 01.12.2004, the petitioners have filed a form 32 and form 2 for the decisions taken on 01.12.2004 along with the receipt of filing with the Registrar of Companies, on the other hand the respondent No. 3 has also filed the form 32 for the appointment of additional directors and form 2 for the allotment of 550 shares on 1.12.04, the copies of forms filed by the respondents are the certified copies of the correct Form 32 and Form 2 as obtained from the Registrar of Companies and a bare perusal of the forms clearly shows that the forms filed by the respondents are the correct forms and there is no form filed by the petitioners. Further, it was argued that it is evident from the various forms in question that the receipt attached by the petitioners being receipt No. 606762 along with the forms filed by them and the receipt attached by the respondents bearing No. 606762 on the certified copies of the forms filed by the respondent is the same. It was pointed out that though it is possible that various forms can be filed on the same date. However, their can never be same receipt issued by the Registrar of Companies for the same form. Therefore, the forms filed by the petitioners are false and fabricated and the petitioners have merely attached the receipt issued by the Registrar of Companies on the forms filed by the respondents, (ii) Further, regarding the validity of the decisions taken on 01.12.2004, it was argued that the two out of three directors have stated that the decisions taken and subsequent forms filed by the respondent on 01.12.2004 & 3.12.2004 respectively are correct and there are no decisions taken as allegedly stated by the petitioners. Further, it was pointed out that the petitioners were fully aware of the decisions taken by the respondent company. However, the petitioners with malafide intention and to defraud the respondents intentionally filed the said Form 2 & 32 with the Registrar of Companies on 13.12.2004 in order to create a dispute in the respondent company. Therefore, it was argued, the allotment of 550 shares and appointment of three additional directors shown by the respondent is valid and the petitioners are guilty of forgery and are not entitled to any relief from this Hon'ble Board and the petition is liable to be dismissed on this ground alone.

22. The counsel for the respondents further argued that the transfer of 5000 shares by the petitioner No. 2 (J.K. Paliwal) in favour of his son Ajay Paliwal (respondent No. 3) is valid in the eyes of law. It was pointed out that the transfer was made with due knowledge & concurrence of the petitioners and all the mandatory provisions in relation of transfer of shares were followed by the company. The transfer of shares is valid because, (a) Consideration of Rs. 5 lac for transfer of shares was paid by the respondent No. 3 to petitioner No. 2, the amount of Rs. 5 lac paid is evident from the pass book of the petitioner No. 2, wherein the consideration amount of Rs. 5 lac is duly reflected in the pass book. (averments at page 6-7 para 13 and also at page 24-25 para 21 and pass book of petitioner No. 2 at page 32-34 of reply of respondent No. 3 refer). Further, the said money was thereafter utilized by the petitioner no. 2 by way of an investment in Bhagwati Castings Private Limited. Kolkata. (averments at page 6-7 & letter from Bhagwati Castings at page 35 of the reply of respondent No. 3 refer); (b) Transfer deed was duly signed and executed by the petitioner No. 2 in favour of respondent No. 3 and all formalities for transfer including signatures, witnesses, date and stamp duty were duly completed; (c) Board of Directors of the Company duly considered the transfer of shares and confirmed the said transfer; (d) The respondents in order to verify the authenticity of signatures of the petitioner No. 2 on the transfer deed have obtained an opinion dated 11.9.2006 of handwriting expert namely Mrs. R.K. Vig by showing the signatures of Mr. J.K. Paliwal on transfer deed and also on the affidavit of company petition No. 78/2005 and also on various other documents. On comparison of the documents the handwriting expert in her opinion has clearly stated that the signatures on the transfer deed are that of Mr. J.K. Paliwal only and there is no forgery on the various documents signed by Mr. JK Paliwal. Further, the report given by Mr Ashok Kashyap filed along with the petition and also the subsequent report is a qualified report as the said examination is based on the xerox copy and not on the basis of the original as the evidence from the report itself and same cannot be relied upon by this Hon'ble Board; (e) The petitioners have also argued that the pass book of the petitioner No. 2, filed along with the reply to the petition shows several transactions with the respondent No. 3 including entries of October 2004 of Rs. 10 lac. It was pointed out that the said amount was returned by the petitioner No. 2 to respondent No. 3 for amount taken by him (petitioner No. 2) from respondent No. 3 in the year 1999. The said amount was given by the respondent No. 3 to petitioner No. 2 in the year 1999, when the petitioner No. 2 entered into a partnership in one Swastik Air Product in 1999 and the said amount was paid as a loan to petitioner No. 2. The said entry of Rs. 10 lac is only the amount paid back by the petitioner No. 2 to respondent No. 3. Referring to the petitioners argument that the sum of Rs. 5 lac and 10 lac was paid by the petitioner No. 2 to respondent No. 3 for some other purpose, however, till date the petitioners have failed to show that for what purpose the said money came into the account of the petitioner No. 2 and assuming the said money was a loan than why till date the petitioners had not paid back the said amount. Therefore, it was argued that there is no merit in the above argument of the petitioners and the same is liable to be ignored and thus the transfer of 5000 shares is legal and valid in the eyes of law.