High Court of Judicature at Allahabad
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Lucknow Diocesan Trust Association And Others v. Union Of India Miistry Of Company Affairs And Another - COMPANY PETITION No. 36 of 2006  RD-AH 21548 (21 December 2006)
Court No. 30
COMPANY PETITION NO. 36 OF 2006
The Lucknow Diocesan Trust Association
And others - Applicants
The Union of India and others - Respondents
Hon'ble Sunil Ambwani, J.
Heard Shri Ravi Kant, Senior Advocate assisted by Shri Tarun Agarwal, learned counsel for applicant and Shri Pradeep Verma for respondent no. 3, who seeks impleadment in the petition. The court has not issued notices on this petition to other respondents.
There were some disputes with regard to transfer of properties of the Company in Civil Suit No. 2 of 1998, which was decreed on 14.11.2000. The civil court removed the Chairman; Secretary and the Treasurer of the company and gave liberty to the trust to appoint new office bearers. The agreement dated 6.9.1995 was declared as void, and defendant nos. 1 to 3 were directed to return the earnest money to the Trust. A first appeal No. 95 of 2001 is pending in which an interim order was passed on 6.2.2001 by which the operation of the impugned judgment and decree was stayed. The interim order was modified on 27.4.2001 to the effect that the parties were directed to maintain status quo over the properties in suit. The civil court had entertained the matter as if the company was a trust in exercise of the powers of civil court under Section 92 of C.P.C.
This writ petition has been filed by the company through Bishop Most Rev. John Augustine and two others claiming that under the ''Article of Associations' Bishop of the Diocesan is the Chairman of the Lucknow Diocesan Trust Association, if he is willing to act. The members of the General Standing Committee of Lucknow Diocesan Council if they signify their consent and not more than four persons nominated by the Bishop, shall be the members of the Trust Association. In a supplementary affidavit it is averred that on 22.11.2003 and 22.11.2003, in EGMs presided over by Rev John Augustine, he was elected as Chairman and six persons were appointed as Directors, and further the registered office of the company was resolved to be shifted from Allahabad to Lucknow.
An application was then made to the Registrar of Companies to register Form 32 and 18. By the impugned order dated 5.7.2006 the Assistant Registrar of Companies, Kanpur, has returned Forms 32 and 18 along with the fees on the ground that the appointment of Chairman is disputed; the subject matter is subjudice before High Court of Allahabad and that the High Court has stayed the subject matter by order dated 6.2.2001.
Having heard Shri Ravi Kant, Senior Advocate, I find that the Lucknow Diocesan Trust Association is a registered Company and enjoys the benefit and privileges as well as liabilities of the limited company under Section 25 of the Companies Act 1956. Any material change of management, which is disputed, falls within the scope of a matter which can be heard and decided by the Company Law Board under Section 398 of the Companies Act 1956. This petition was cognizable by Division Bench. Hon'ble Chief Justice has nominated to me as a Company Judge to hear the same. Upon hearing, I find that the petitioner has statutory alternative remedy of filing a complaint before the Company Law Board which may go into facts; call the parties; take evidence and possesses wide powers to give relief in the matter.
The writ petition is accordingly dismissed on the ground of statutory alternative remedy of filing a complaint under Section 398 of the Companies, 1956 with the Company Law Board. Costs are made easy.
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