BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

I.A. NO. OF 2023
IN
COMPANY PETITION No _____OF 2023
(Petition under section 241 and 242 of the Companies Act, 2013)

IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED & ORS …RESPONDENT(S)

APPLICATION UNDER SECTION 140 (5) OF THE COMPANIES

ACT, 2013 FOR REMOVAL OF THE AUDITOR OF THE
RESPONDENT NO 1 COMPANY READ WITH RULE 11 OF THE
COMPANY COURT RULES

SL. PARTICULARS PAGE NO.

NO.
1 APPLICATION UNDER RULE 11 OF NCLT
RULES, 2016 READ WITH THE APPLICABLE
PROVISIONS OF LAW SEEKING INTERIM
RELIEF IN RELATION TO AFFAIRS OF THE
RESPONDENT NO 1 WITH AFFIDAVIT
2 PROOF OF SERVICE

Through

KUMAR ANURAG SINGH/SHWETANK SINGH

I-13, LOWER GROUND FLOOR,
LAJPAT NAGAR-3,
NEW DELHI-110024
Email Id:office@kumaranuragsingh.com

Place: New Delhi

Dated:02.02.2023

Page 1 of 50
 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

I.A. No. OF 2023
IN
COMPANY PETITION No _____OF 2023
(Petition under section 241 and 242 of the Companies Act, 2013)
IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED AND ORS …RESPONDENT(S)

APPLICATION UNDER RULE 11 OF NCLT RULES, 2016__READ

WITH THE APPLICABLE PROVISIONS OF LAW SEEKING
INTERIM RELIEF IN RELATION TO AFFAIRS OF THE
RESPONDENT NO 1

Most Respectfully showeth:

1. That Petitioner has filed the accompanying petition under section 241

and 242 of the Companies Act, 2013, as the Petitioner is aggrieved of

the wrongful actions and mis conduct of the Respondent No. 2 who is

the Director of Respondent No 1 Company and Respondent No. 3

who is chartered accountant of the Respondent No 1 Company. The

contents of the petition relied upon are not reproduced herein below

for sake of brevity and the same be read as part of the present

application.

2. The Petitioner is suffering as a director and also a shareholder who is

holding 31% of the stake in the paid up capital of the Respondent no

1. On account of siphoning off of the funds by the Respondent no 2

the Respondent no 1 and also the stakeholders and shareholders of the

Respondent no 1 are suffering and as such the actions of Respondent

no 2 and Respondent no 3 are prejudicial and detrimental to the

Page 2 of 50
 interest of the Respondent no 1. All the actions and conducts of the

Respondent no 2 and Respondent no 3 are patently fraudulent and

reeks of malafides.

3. The Respondent no 2 has since long not participated or attended any

board meeting called and requested by the petitioner nor has provided

all the relevant details and information as sought by Petitioner till date

including the register of members, annual returns, cash book, books of

accounts, shareholding details and documentation with respect to the

transmission of shares. Also, the Respondent no 3 is deliberately and

wilfully withholding requisite information requested by the Petitioner

as a shareholder and also as a director

4. Also, the Respondent no 2 and Respondent no 3 had admitted to

creation of company records in the board meeting held at zoom

platform on 5th May, 2021 and have made several admissions with

respect to wrongdoings under taken by the said respondents while

acting in capacity of the director and also chartered accountant of the

Respondent no 1 Company.

5. That actions and conduct of the Respondents have been gravely

prejudicial to the interest of the Respondent no 1 and also Petitioner.

6. Since the Respondent no 2 is not cooperating and providing correct

and accurate information to the Petitioner and as such since there are

only 2 directors in the Respondent no 1 Company, the Respondent no

2 is deliberately ignoring the request of the Respondent no 1 Company

and has not attended a single board meeting since May, 2021. The

Page 3 of 50
 said deadlock and non cooperation has resulted in losses to the

Respondent no 1 Company.

7. Respondent no 1 revenue is through leasing of the portion of real

estate owned by Respondent no 1 in the building named, Caxton

House, 2E Jhandewalan Extn New Delhi 110055. Due to actions and

conduct of the Respondent no 2, the Respondent no 1 has suffered on

various accounts, namely:

a. Loss of rental income with respect to flat no 202 situated at

Caxton House 2E Jhandewalan Extn, New Delhi which has

been approved by the Respondent no 2 however, Respondent no

2 is withholding the board resolution required to grant the

premises on lease

b. Eviction of ground floor tenant namely Mr Arun Khattar who is

attorning rent in cash to Respondent no 2 and has not signed the

lease agreement nor is he attorning the outstanding rent despite

service of legal notice. Respondent no 2 has taken money from

Mr Arun Khattar and is not letting Respondent no 1 take any

action against delinquent tenants.

c. The Caxton House building requires extensive repairs as the

building is suffering from wear and tear issues and water

seepage problems. Failure to repair the building would cause

immense loss of life and property to the occupants and also

outsiders since the building in last few months seen fall of

ceiling due to seepage issues.

Page 4 of 50
d. That the Respondent no 2 is not passing necessary board

resolutions required to represent Respondent no 1 company in

Hon’ble Delhi High Court and Hon’ble Tribunal matters

knowing fully well that adjudication on the issue of

transmission and ownership of shares of various shareholders

including Respondent no 2.

e. That despite several requests for permission to verify and

inspect the Respondent no 1 Company records, namely register

of members, balance sheets, register of assets, cash books,

ledger accounts, neither Respondent no 2 nor Respondent no 3

are providing the original and signed copies of the said records

for inspection.

f. Respondent no 3 is wilfully denying inspection of company

records despite having custody of the same as is evident from

the Respondent no 2 email dated 06.08.2021.

g. Wilful denial by Respondent no 3 of the having company

records when the said fact has been duly admitted by the

Respondent no 2 and Respondent no 3 in board meeting dated

5th May, 2021 and email dated 4th January, 2023 of Respondent

no 2. It is pertinent to mention that Respondent no 3 who claims

himself to be the statutory auditor of the Respondent no 1

Company has till date not provided inspection of the board and

shareholders resolutions which forms basis of his appointment

as a statutory auditor in the Respondent no 1 Company annexed

with his ADT form filed with the Ministry of Corporate Affairs.

Page 5 of 50
 Also, the Respondent no 3 in his reply to the complaint filed by

Petitioner in the ICAI has maintained that as a statutory auditor

he is not undertaking book keeping services and therefore has

emphasized that he does not have the books of accounts of

Respondent no 1, however, Respondent no 2 in his email dated

4th January, 2023 has admitted that Respondent no 3 has been

providing book keeping services and is having all the requisite

records. The Petitioner has deliberately been kept in dark about

the shareholding pattern of the Respondent no 1 and is

deliberately being denied access to the company records for the

reasons best known to the Respondent no 2 and Respondent no

3.

h. Respondent no 2 has taken rent in cash from tenants of

Respondent no 1 and till date has not provided rendition of

accounts nor has he deposited the same in the bank accounts of

the Respondent no 1 maintained with State Bank of India and

Axis Bank. Most shockingly the said respondent no 2 has

denied having taken cash from the tenants which is contrary to

Respondent no 2 own hand written letters, receipts issued to Mr

Khattar and Mr Malakar and entries made in the caretaker’s

diary.

i. Respondent no 2 has also siphoned off cash withdrawn from

Bank accounts of Respondent no1 on pretext of the misc

expenses and Petitioner in the month of August 2022 gained

knowledge that the said amounts have been appropriated by

Page 6 of 50
 Respondent no 2 for his personal aggrandizement to the

detriment of the Respondent no 1 and its shareholders.

j. The Respondent no 2 has copy pasted Petitioner’s signatures on

various annexures filed along with the eforms namely MGT 7

and AOC filed with the Registrar of Companies, Ministry of

Corporate Affairs. Further, Respondent no 3 having custody of

the Petitioner’s digital signatures had without consent and

approval of the Petitioner used his digital signatures to upload

Allotment of shares form 2 with Registrar of Companies

knowing fully well that the said form is a dummy and erroneous

form. Also, Respondents have mis appropriated and used the

Petitioner’s email address to be used as Respondent no 1

company’s official email address without written consent of the

Petitioner.

k. Respondent no 2 had deliberately entered into cash dealings

with tenants despite vociferous objections of the Petitioner as is

evident from the emails filed along with the Petition filed by

the Petitioner

l. Respondent no 2 dishonest intentions are evident from the fact

that Respondent no 2 wished that Petitioner also join hands in

undertaking wrongful actions with respect to avoiding tax

obligations, “creating” Register of Members of Respondent no

1 and assisting him in the matter pertaining to his shareholding

in the Respondent no 1 Company pending in Hon’ble High

Court. Also, the Respondents have in most clandestine manner

Page 7 of 50
 and though unlawful means created fabricated records to cause

harm and loss to the Petitioner, various other shareholders and

stakeholders of the Respondent no 1 Company.

8. In view of the aforesaid wrongful acts and conduct of the

Respondents, the Petitioner has genuine and bonafide belief that

Respondents are in collusion with one another acting in manner

prejudicial to the interest of the Respondent no 1 Company and its

shareholders and therefore the Petitioner is filing this present

application as actions of the Respondents are prejudicial to the

petitioner, the balance of convenience lies in favour of the Petitioner

in view of the aforesaid facts and further if the interim relief

mentioned herein is not granted the Petitioner would suffer gross

injustice and would be subject to onerous hardships That the

Petitioner has a very good prima facie case in its favor an there is

likelihood of the present petition being decided in favour of the

Petitioner.

9. That the present application has been made bonafide and in the

interest of justice.

PRAYER

In view of the submission made above, it is most respectfully prayed that

this Hon’ble Tribunal be pleased to :-

a. Direct Respondent no 2 to give rendition of accounts of the rent

received in cash from the Respondent no 1 tenants and deposit the

same in the Respondent no 1 bank accounts.

Page 8 of 50
b. Direct respondent no 2 to give rendition of account of the monies

withdrawn from Respondent no 1 bank account and used by

Respondent no 2 for personal aggrandizement as documented in the

care taker diary which interalia include construction at his office space

at Lawrence Road.

c. To remit the amount spent on construction of the toilets encroached

upon by late Shri Nakul Bhargava which is recorded in the caretaker

diary and deposit the same in the Bank account of the Respondent no

1 as the said amounts have been spent without the knowledge or

consent of the board of directors of the Respondent no 1 company and

as such the said matter is subjudice and pending before the District

Court bearing no CS/SCJ594786/2016 in case titled “KK Bhargava vs

Caxton Press Private Limited” on which the stay had been granted by

the Ld District court in favour of the Petitioner and as against the

Respondents.

d. Direct the Respondent No. 2 and 3 to produce Respondent no 1

original records which inter alia include secretarial records, books of

accounts, ledgers, register of members, annual returns and real estate

transaction documents pertaining to the Respondent no 1, grant

inspection of the same to the Petitioner and reinstate the said company

records in the Registered office of the Respondent no 1

e. Directing Respondent no 1 and Respondent no 2 for filing a fresh

DPT-3 form with all the true and correct details as to the advances

owed by the Respondent n o1 company to the creditors including the

Petitioner’s family advances towards purchase of the premises

Page 9 of 50
 situated at mezzanine floor admeasuring approx 500 sq feet on the

rear side of Caxton House Building admitted by the Respondent no 2

and duly recorded in balance sheets of the Respondent No 1 Company

for the year ending 31st March 2014.

f. Direct Respondent no 1 and Respondent no 2 to call a board meeting

and appoint new auditor, accountant and professionals for recording

and maintaining the secretarial records or in alternative suspend the

appointment of the Respondent no 3 to act as auditor till completion

and conclusion of complaint/ proceedings pending before ICAI, ROC

and police and before this Hon’ble Tribunal

g. Appoint an observer to attend board meetings and appoint

professionals to record the discussions in the board meetings and

shareholders meetings.

h. Appoint an independent director of the Respondent no 1 company till

the final adjudication of the accompanying petition.

i. The Respondent no 2 conduct be investigated and till the pendency of

the present petition, the Respondent no 2 directorship in the

Respondent no 1 be suspended and Respondent no 2 be not permitted

to represent Respondent no 1 company before the Banks and various

authorities

j. Provide details of the real estate transactions undertaken by

Respondent no 1 along with the relevant documents with various

occupants of the Respondent no 1 Company

Page 10 of 50
k. Newly constituted board of directors be directed to appoint

contractors and consultants to undertake repair and maintenance of the

portions owned by Respondent no 1 in Caxton House Building

l. Direct the Respondent no 1 through its board of directors to take

action against Mr Arun Khattar for recovery of arrears in rent,

eviction of Mr Arun Khattar who is not paying and attorning rent to

Respondent no 1 and to appoint various professionals to ensure

smooth operations of the Respondent no 1 including appointment of

consultants for leasing of the Company Premises

m. Permit the Petitioner to appear and re-present Respondent no 1 in

various litigations pending before Hon’ble Delhi High Court and

Hon’ble Tribunal in relation to adjudication of shareholding of the

Respondent no 1 Company and transmission of shares of late shri

Amarnath Bhargava and Late Shri Nakul Bhargava

n. Direct a forensic audit of the accounts and secretarial records of

Respondent no 1.

o. Pass such other or further orders as this Hon’ble Tribunal may deem

fit and proper in the facts and circumstances of the present case.

Petitioner/ Applicant

Through

KUMAR ANURAG SINGH/SHWETANK SINGH

I-13, LOWER GROUND FLOOR,
LAJPAT NAGAR-3,
NEW DELHI-110024
Email Id:office@kumaranuragsingh.com

Page 11 of 50
Place: New Delhi
Dated:02.01.2023

Page 12 of 50
 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
NEW DELHI BENCH
I.A. NO. OF 2023
IN
COMPANY PETITION No _____OF 2023

(Petition under section 241 and 242 of the Companies Act, 2013)

IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED & …RESPONDENT(S)

AFFIDAVIT

I, Krishan Kumar Bhargava , S/o. Late Bankey Lal Bhargava, aged about

76 years , resident of 80A/17, WEA Karol Bagh, New Delhi-110005,

Director and Shareholder of the Company M/s Caxton Pvt. Ltd & Ors

having its Registered office at Caxton House, 2E Jhandewalan

Extention,Rani Jhansi Road New, New Delhi-110055 do hereby solemnly

affirm and state as follows:-

1. That I am the Applicant, of the case under reference and hence, I am

fully acquainted with the facts and circumstances of the present

application.

2. That, the content of the accompanying application, have been read

by me and having understood the same, I say that the facts contained

therein are true to my knowledge.

3. I state that, the statements of facts mentioned therein are all true and

correct to my knowledge and nothing material has been concealed

therefrom, and no part of it is false.

Page 13 of 50
4. That, the Annexures annexed with this petition are true and correct

translated/typed copies of their respective original.

DEPONENT

VERIFICATION

I, the deponent above named do hereby verify that, the averments made in

paragraphs 1 to 4 of this affidavit are true and correct to the best of my

knowledge and belief, no part of it is false and nothing material has been

concealed there from.

Verified at New Delhi, on this 2nd day of February, 2023.

DEPONENT

Page 14 of 50
 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
NEW DELHI BENCH
I.A. NO. OF 2023
IN
COMPANY PETITION No _____OF 2023
(Petition under section 241 and 242 of the Companies Act, 2013)
IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED & ORS …RESPONDENT(S)

APPLICATION UNDER SECTION 140 (5) OF THE COMPANIES

ACT, 2013 FOR REMOVAL OF THE AUDITOR OF THE
RESPONDENT NO 1 COMPANY READ WITH RULE 11 OF THE
COMPANY COURT RULES

Sl. Particulars Page No.

No.
1 APPLICATION UNDER SECTION 140 (5) OF
THE COMPANIES ACT, 2013 FOR REMOVAL
OF THE AUDITOR OF THE RESPONDENT
NO 1 COMPANY READ WITH RULE 11 OF
THE COMPANY COURT RULES WITH
AFFIDAVIT
2 PROOF OF SERVICE

Through

KUMAR ANURAG SINGH/SHWETANK SINGH

I-13, LOWER GROUND FLOOR,
LAJPAT NAGAR-3,
NEW DELHI-110024
Email Id:office@kumaranuragsingh.com

Place: New Delhi

Dated:02.02.2023

Page 15 of 50
 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
NEW DELHI BENCH
I.A. NO. OF 2023
IN
COMPANY PETITION No _____OF 2023
(Petition under section 241 and 242 of the Companies Act, 2013)
IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED AND ORS …RESPONDENT(S)

APPLICATION UNDER SECTION 140 (5) OF THE COMPANIES

ACT, 2013 FOR REMOVAL OF THE AUDITOR OF THE
RESPONDENT NO 1 COMPANY READ WITH RULE 11 OF THE
COMPANY COURT RULES
MOST RESPECTFULLY SHOWETH
I. DETAILS OF PARTIES
a) Details of the Petitioner

Petitioner is a shareholder and director of “M/s Caxton Press

Private Limited” having its registered office at Caxton House, 2E

Jhandewalan Extn, New Delhi 110055 (hereinafter the

“Company”). The Petitioner is a senior citizen of 76 years of age

and not well versed with the Companies Act or Income Tax Act

and over the years has been heavily relying on the information and

knowledge of Respondent no 3 and his offices with respect to

compliances under various laws and book keeping of the secretarial

and accounting records under various applicable laws. Petitioner is

aggrieved of the fraud, manipulation of records and failure of the

Respondent no 3 to provide inspection of the Company records and

his deliberate and wilful failure to attend board meetings and also

Page 16 of 50
 the show cause notice issued by the Petitioner to the Respondent no

3 for removal of the auditor under section 140 of the Companies

Act, 2013.

b) PARTICULARS OF THE RESPONDENT:

i. Respondent No.1 is a private limited company incorporated on 1 st

December 1955. The Respondent no 1 is earning its revenues

from renting of certain premises owned by the Respondent no 1

in the building named “Caxton House”, 2 E Jhandewalan Extn,

New Delhi 110055, which is also the registered office of the

Respondent No 1 Company. The Authorized, issued, subscribed

and paid up equity share capital of the Respondent No 1

Company as per the latest balance sheet is :

Details Capital Total capital

in in Rupees
rupees
Authorised Capital 500000
Preference capital 20000 6% 200000
cumulative preference shares of
Rs 10 each
Equity capital 30000 equity 300000
shares of Rs 10 each
Total Issued, Subscribed and 227820
paid up capital
Preference capital 1550 6% 15500
cumulative preference shares of
Rs 10 each
Equity capital 21232 equity 212320
shares of Rs 10 each

ii. Respondent Nos. 2 is a shareholder and director of the

Respondent No 1 Company whose shareholding in the said

Respondent No 1 Company is subject to adjudication before the

Hon’ble Delhi High Court in the matter “Madhu Bhargava vs

Page 17 of 50
 Caxton Press Private Limited”, CO. A (SB) 3 of 2016, which is

sub-judice. As a director, Respondent no 2 is managing affairs of

the Respondent No 1 Company and has committed fraud on the

Petitioner, the Respondent No 1 Company and also other

stakeholders. Respondent no 2 is a director and shareholder of

the Company and closely coordinates the Respondent no 1

Company related matters with Respondent no 3 and a petition

has been filed under section 241-242 of the Companies Act, 2013

as Petitioner is aggrieved of the acts of oppression and

mismanagement by Respondent no 2 and Respondent no 3 who

are acting in collusion and defrauding the Petitioner and other

shareholders of the Respondent no 2 Company.

iii. Respondent No.3 is a qualified Chartered Accountant and has his

office at Flat No. 28 Flatted Factories Complex, Jhandewalan,

New Delhi 110055. Respondent no 3 is presently representing

himself to be the statutory auditor of the Respondent No 1

Company. He is also acting as consultant for the purpose of GST

compliances such as filing returns/service tax returns of the

Respondent No 1 Company. Respondent no 3 is also representing

the Company before income tax authorities and various other

authorities as representative of the Respondent No 1 Company.

Board of directors of Respondent No 1 Company heavily rely

upon Respondent No 3 on aforesaid issues relating to the

Respondent No 1 Company compliances. The said Respondent

no 3 is also providing accounting, book keeping services through

Page 18 of 50
his firm “E Share Services” and also and is providing to the

Respondent no 1 Company, secretarial services and advisory on

company law such as preparation of the e-forms, certification of

e-forms and e-filing them with the MCA portal and also drafting

board resolutions and shareholders resolutions for the

Respondent No 1 Company. In 2010, the Respondent no 3

informed the directors of the Respondent no 1 that e-filing of

annual returns and balance sheets are required to be filed on

portal of the Ministry of Corporate Affairs. Accordingly, the E-

forms were prepared by Respondent no 3 at his office at

Jhandewalan Extn, New Delhi 110055 and were uploaded on the

website, www.mca.gov.in. The balance sheets for various years

were signed by the directors and the same were retained by the

Respondent no 3 for purpose of uploading the same with the

aforesaid portal. Respondent no 3 was also preparing the annual

returns and was filing the same with the Registrar of Companies.

It is pertinent to mention that said balance sheets and annual

returns were prepared by the Respondent no 3, certified by

Respondent no 3 and were filed by the Respondent no 3’s office

with the Registrar of Companies and were uploaded from

Respondent no 3 email ID and the original signed balance sheets

have been retained by Respondent no 3 along with the annual

returns of the Respondent no 1 Company at Respondent no 3

office. Copy of the ADT form allegedly appointing Respondent

no 3 as statutory auditor in the AGM dated 30.09.2015 till the

Page 19 of 50
 conclusion of the AGM to be held in 2019 of the Respondent no

1` Company.

II. JURISDICTION OF THE BENCH:

Since the registered office of the Respondent No. 1 Company is

situated at 2E Jhandewalan Extn, New Delhi 110055 and the

respondents reside and carry on business in New Delhi, therefore,

this Hon’ble Tribunal has the requisite jurisdiction to entertain the

present petition

III. Limitation: (If applicable)

The petitioner / applicant further declares that the petition is within the

limitation. The board meeting of the Respondent no 1 Company

seeking removal of the auditor was called on 5 th January, 2023 and the

said auditor under section 140 of the Companies Act, 2013 is required

to give a representation, however, despite due service upon the said

Respondent no 3 on his functional email ID, the said Respondent no 3

did not respond to the show cause notice and Respondent no 2 who is

the director also did not attend the board meeting and vide email dated

4th January, 2023 declined to remove the Respondent no 3 as auditor of

the Respondent no 1 Company. Petitioner being a shareholder and

director of the Respondent no 1 Company has filed this present

application within limitation as the show cause notice for removal of

the auditor was given on 27.12.2023.

IV. Facts of the case are given below:

1. The Respondent no 1 Company is a closely held private limited

company which was set up in the year 1955. The said Respondent

Page 20 of 50
 no 1 was managed by Late Shri Amarnath Bhargava (father of

Respondent no 2 and eldest brother of Petitioner) till 1971, and

thereafter by late Shri Nakul Bhargava (elder brother of Petitioner)

in capacity as managing director of the Respondent no 1 Company

till his death on 7th October, 2015. Presently, the Respondent no 1

Company is having two directors namely, Respondent no 2 and

the Petitioner and there are 4 shareholders namely,

i. late Shri Nakul Bhargava s/o Late Shri Bankey Lal Bhargava

(transmission of legal heirs is pending),

ii. Petitioner s/o Late Shri Bankey Lal Bhargava,

iii. Respondent no 2 s/o Late Shri Amarnath Bhargava and

grandson of w/o Late Shri Bankey Lal Bhargava (ownership

of shares held by Respondent no 2 challenged by her sister

Ms Madhu Bhargava) and

iv. Late Shrimati Anandi Bhargava w/o Late Shri Bankey Lal

Bhargava (transmission of legal heirs is pending).

2. Recently, the Respondent no 1 Company has been witnessing

some litigations inter-se shareholders and their relatives, and some

of the relevant litigations are as follows:

i. Respondent no 2 has challenged the order of Ld Succession

Court which has upheld issuance of succession certificate and

transmission of 535 equity shares (out of 1500 equity shares)

and 513 preference shares held by Late Anandi Devi

Bhargava in favour of Petitioner and the same is pending

before the Hon’ble Delhi High Court in FAO 244 of 2019

Page 21 of 50
 ii. Respondent no 2 shareholding in the Respondent no 1

Company is subject to a litigation since 2015 with respect to

ownership of 6644 equity shares. The said ownership is

challenged by his sister Ms Madhu Bhargava on the grounds

that after demise of their parents, Ms Madhu Bhargava is also

entitled to shares on basis of succession as the father who

was erstwhile director and shareholder in the Company died

interstate. The case no CO.A (SB) 3/2016 is pending before

the Hon’ble High Court. The Respondent no 1 Company has

not been able to appear in the matter as Respondent no 2 is

not giving his consent to the board of directors of Respondent

no 1 Company and not consenting to pass a resolution in

favour of an advocate to appear in the matter.

iii. The Petitioner had challenged order dated 14.03.2016

whereby the Ld Succession Court had granted transmission

of 4057 preference shares to the Smt Malti Bhargava in view

of the demise of the Late Shri Nakul Bhargava. The said Ld

Court vide order dated 24.03.2021 upheld the contention of

the Petitioner and modified the succession certificate to the

extent that Smt Malti Bhargava is entitled to the 6644 equity

shares only instead of the preference shares which Smt Malti

Bhargava has been insisting upon. The matter is pending

before the Hon’ble Tribunal as the necessary information

pertaining to the shareholding of the Late shri Nakul

Bhargava and Register of Members not being provided by

Page 22 of 50
 Respondent no 2 and Respondent no 3 despite several and

repeated requests.

3. Respondent no 3 is aware of the aforesaid litigations and has been

consulted by Respondent no 1 on various occasions with respect to

the shareholding pattern of the Respondent no 1. It is pertinent to

mention that Late Mr Nakul Bhargava and Respondent no 2 had

recommended Respondent no 3 to act as auditor of the Respondent

no 1 Company in 1987 and since then the said Respondent no 3

had been associated with the Respondent no 1 Company and has

been rendering book keeping, accounting, audit and secretarial

compliance services to the Respondent no 1 Company.

4. In 2010 Petitioner’s digital signatures were procured by the

Respondent no 3 and the same were retained by the Respondent no

3 and used by Respondent no 3 office using Respondent no 3

email ID namely pawantrehan@eth.net and

capawantrehan@gmail.com.

5. In 2015, the Petitioner was made to sign documents pertaining to

denial of rights of Respondent no 2 sister as she was seeking

transmission of shares of her parents in Respondent no 1 company.

The letter stated that the transmission had taken place in 1971 and

further that all returns were filed in time and clearly establish that

Respondent no 2 has become the shareholder in the Respondent no

1 Company. till date the Respondents have not granted inspection

of the documents which inter alia include the Register of Members

of Respondent no1 company.

Page 23 of 50
6. In October, 2015, Late Shri Nakul Bhargava passed away and

Mrs Malti Bhargava wife of Late Shri Nakul Bhargava sought

transmission of the shares held by Late Nakul Bhargava in

Respondent no 1 Company. Mrs Malti Bhargava had requested for

transmission of 4057 preference shares and 6644 equity shares

held by her late husband in the Respondent no 1 Company. The

Petitioner objected to the transmission of the preference shares as

Late Shri Nakul Bhargava was not holding the said shares at the

time of his death in 2015 , however, Respondent no 2 and

Respondent no 3 were willing to give effect of transmission of the

preference shares though the same was in contradiction to the

stated position. The Petitioner also sought opinion on the said

issue by erstwhile Company law Board chairman Shri

Balasubramanium, however, the said opinion was not acceptable

to the Respondent no 2 and Respondent no3.

7. In 2015, since the Respondent no 2 did not grant inspection of

company records to the Petitioner and manipulated the board

resolutions of the meeting dated 4.12.2015 and kept the Petitioner

in dark about the Respondent no 1 company records and despite

numerous follow ups. Eventually, the Petitioner requested the

Respondent no 3 to provide copy of balance sheets and annual

returns prepared by him and filed with the Registrar of Companies

for the years preceding 2016.

8. In 2016, after several follow ups, the Respondent no 3 provided

some e-forms filed by the Respondent no 3 with the Registrar of

Page 24 of 50
 Companies. Upon perusing the documents the Petitioner gained

knowledge that a Form 2 had been filed by the Respondent no 3

which is a dummy document as no allotment had ever taken place

in the year 1992 and even otherwise the share capital mentioned

therein and the alleged allotments shown to have been made were

incorrect and was not backed by any board resolution or increase

in share capital. The Petitioner sought information about the said

alleged allotment vide his email dated 12.1.2016, however vide

email dated 30th January, 2016, the Respondent no 3 admitted of

“fraud” however did not take any action as Respondent no 3

himself had certified the said e- Form-2 “return of allotment”.

Also, Respondent no 3 stated that he does not have any company

records and harped that company records must be in the registered

office of the Respondent no 1 Company knowing fully well that

the said records were not in Respondent no 1 registered office as

he was marked on several emails by Petitioner on which the issue

of manipulation of board resolutions and non-availability of

Company records in the registered office were mentioned. Till

date the Respondent no 3 has not provided any reason or

justification of filing E- Form 2 which has been filed by his office,

using his own email id, and has been certified by the Respondent

no 3.

9. In the meanwhile, the Petitioner moved an application before

Succession Court and the Ld Succession Court vide order dated

Page 25 of 50
 23.4.2021 modified the succession certificate and deleted the

transmission of 4057 preference shares.

10.Respondent no 2, director of the Respondent no 1 Company had

called for a board meeting vide email dated 27 th April, 2021

through video conference organized on “zoom platform”. The

agenda of the meeting was to transmit 6644 equity shares standing

in the name of Late Shri Nakul Bhargava and Respondent no 3 to

make necessary changes in the register of members of the

company, to issue duplicate share certificates as per the rules of

the company to Mrs Malti Bhargava and to any other member on

his request. The said zoom meeting was held on 5 th May, 2021

which was attended by the Petitioner and Respondent no 2.

Respondent no 3 and Petitioner’s son Shri Siddhartha Bhargava

were the only special invitees in the said board meeting.

11.In the zoom meeting, the following discussion had taken place :

i. Respondent no 2 admitted that he never had shares/ share

certificates and further Respondent no 3 admitted that the

shareholding of Respondent no 2 as appearing in latest annual

returns filed by the Respondent no 1 Company is erroneous as

there are concerns as to his ownership in the shares held by

him in the Company. These admission came as a shock to the

Petitioner as Late Mr Nakul Bhargava, Respondent no 3 and

Respondent no 2 actively concealed to this material fact. In

the board meeting held on Zoom platform dated 5 th May, 2021

clearly evidences that Respondent no 3, despite claiming to be

Page 26 of 50
 statutory auditor clearly concealed the said material fact and in

order to rectify the said anomaly proposed that he would create

the “Register of Members” since Mrs Malti Bhargava and

Respondent no 2 has requested for issuance of duplicate share

certificates, therefore, under the garb of issuance of duplicate

share certificates, Respondent no 3 himself suggested that he

would create “Register of Members” which would render

legitimacy as to the ownership of shares to Respondent no 2.

The said proposal was readily agreed by Respondent no 2.

ii. Petitioner had on several occasions had requested for the

information which form basis of the shareholding, however,

Respondent no 3, Respondent no 2 and Late Shri Nakul

Bhargava ignored the said request despite repeated reminders.

Respondent no 3 in order to rectify the said anomaly vis a vis

the shareholding of Respondent no 2 had in most mischievous

manner created dummy allotment of 1992 and filed the same

with the Ld ROC. The details of the dummy allotment of 1992

is mentioned herein below. Also, Respondent no 3 has

admitted to filing of Form 2 in the Zoom meeting details of

which are available for your kind perusal.

iii. Further, despite being aware that the ownership of shares

related matter is pending in Hon’ble Delhi High Court,

Respondent no 3 impressed that creation of records

legitimizing the shareholding of Respondent no 2 and issuance

of duplicate share certificates is not a problem during

Page 27 of 50
 pendency of judicial proceedings as there is no stay in the

matter and therefore, there would be no bar in undertaking

such an action.

iv. Also, Respondent no 3 in the zoom meeting proposed and

stated that he will prepare a scheme of shareholding and

provide details of sequencing of the distinctive nos of the

shares and sequence nos of the share certificates on the basis

of which the duplicate share certificates would be issued to the

shareholders of the Respondent no 1 Company. He further

impressed that shares would be issued as per the allotments

made by the Respondent no 1 Company from time to time and

that he would share the relevant documentation and

information to the directors for their consideration.

v. He further stated that the distinctive nos of the shares are

mentioned in the annual returns which has been filed by

Respondent no 3 offices with ROC are available with him and

the said records are not available in ROC.

12. The Petitioner was shocked to read the notice dated 27 th April,

2021 as Respondent no 2 and Respondent no 3 as said Respondent

no 2 maintained that he has register of members of the Respondent

no 1 Company which are the company records. Before 2021 both

the Respondent no 2 and Respondent no 3 denied having the

Respondent no1 company records. The said records were also not

available in the registered office of the Respondent no 1.

Respondent no 2 vide his email 19.07.2015 had maintained that

Page 28 of 50
annual returns for period after 1977 were not available in the

office and vide email dated requested that if any person is having

the returns the same be deposited in the registered office of the

Respondent no 1 Company. Thereafter, the sister of the

Respondent no 2 filed annual returns for period 1971-1974 of the

Respondent no 1 Company with the Hon’ble Delhi High Court. It

is pertinent to mention that Respondent no 2 and his sister reside

in the same house. Respondent no 3 till 2021 maintained that he

does not have any company records other than e-forms filed with

Registrar of Companies on the web portal www.mca.gov.in.

changed his stand and admitted to having company records and

annual returns. All the while the Respondent no 2 and Respondent

no 3 had company records, returns and register of members,

however, deliberately they denied the Petitioner his valuable right

to seek inspection of the Company records. Most shockingly,

Respondent no 2 vide email dated 27th April, 2021 directed

Respondent no 3 to make changes in the Register of Members and

in the Zoom Meeting held on 5th May, 2021 Respondent no 3

stated that he would “Create Register of Members”. Since the

Respondents before 27th April 2021 maintained they do not have

company records. Respondent no 3 vide his email dated 6 th

August, 2021 directed Respondent no.2 to bring the records of the

Company available with him to Respondent no 3 office. Further,

Respondent no 2 vide his email dated 6 th August, 2021 gave made

the Respondent no 3 “competent authority” to retain custody of

Page 29 of 50
 the company records. The said acts of the Respondent no 2 and

Respondent no 3 is contrary to the provisions of section 94 and

128 of the Companies Act, 2013. After zoom meeting, both

Respondent no 2 and Respondent no 3 took a U- turn from their

admitted positions and informed the Petitioner that they have

company records as is evident from the zoom meeting and

subsequent emails.

13.In recent emails, despite Petitioner’s request for inspection of

statutory records of the Company, neither Respondent no 3 nor

Respondent no 2 have come forward with the requisite

information nor have the said persons handed over the requisite

information or records in accordance with the discussions held in

the Zoom Meeting. Failure to provide inspection of the statutory

records of the Respondent no 1 Company is a continuing default

under Companies Act, 2013. The Respondents are having the

registers maintained under section 88, 92, 119(2), 189 (3) and

187(3) of the Companies Act, 2013 and are not providing the same

for inspection to the Petitioner. Failure to provide inspection of

statutory records of a company to its shareholder is non-

compliance with section 94 of the Companies Act, 2013. Further

failure to keep the company records in the Registered office of a

company is a default under section 186 of the Companies Act,

2013

14.Respondent no 3 vide email dated 6th August, 2021 circulated draft

minutes wherein he mentioned that Petitioner’s daughter, Ms

Page 30 of 50
 Shagun Bhargava, Mr Siddhartha Bhargava, Petitioner’s son, Mr

Grover (lawyer of Respondent no 2 and Mrs Malti Bhargava) and

Mr Mayank Bhargava, son in law of Mrs Malti Bhargava had

attended the board meeting. Also, the draft minutes did not

mention the fact about the creation of the company statutory

records or issuance of duplicate share certificates to Respondent

no 2 which was discussed most strenuously and painstakingly by

Respondent no 3.

15.Upon receipt of the email dated 6th August, 2021 and draft

resolution, the Petitioner realized that Respondent no 3 and

Respondent no 2 are not sharing the true and correct information

and are acting contrary to discussions transpired in the zoom

meeting. In view of the conduct of Respondent no 3 and

Respondent no 2, the Petitioner vide email dated 16th August, 2021

requested Respondent no 3 to share the complete set of the

records, financial statements, books of accounts, ROC records

available with him pertaining to the Company. Respondent no 3

and Respondent no 2 were sent reminders also to share the

relevant information and statutory records. Respondent no 3 vide

his email dated 2nd October, 2021 evaded all the issues and

concerns and deliberately chose not to share any information or

statutory records and made allegations and threatened action

against the Respondent no 1 Company and the Petitioner.

16.The Petitioner again sought cooperation of Respondent no 2 and

Respondent no 3 in giving effect to the discussions held at the

Page 31 of 50
 Zoom Meeting of 5th May, 2021 and therefore called for board

meeting on 10th September, 2021 and 29th September, 2021. The

Agenda of the board meetings was also circulated, however,

Respondent no 3 nor Respondent no 2 decided not to come and

sent their leave of absence for 10th September, 2021 and further for

the meeting dated 29th September, 2021, Respondent no 3 did not

bother to respond and Respondent no 2 again evaded the meeting

by sending leave of absence. Till date the company records,

statutory records, books of accounts and register of members have

not been handed over to the Petitioner nor are the same available

in the registered office of the Respondent no 1 Company.

17.In view of the aforesaid facts, the Petitioner once again got the

ROC records available on the MCA site inspected and was

disappointed to gain knowledge of certain shocking anomalies

informed to the Petitioner which were duly intimated to the

Respondent no 3 for his clarifications vide email dated27.07.2021

and 16.08.2021 and 2.09.2021 However, instead of the addressing

the genuine and bonafide concerns of the Petitioner, the

Respondent no 3 wrote an acerbic mail took a stand contrary to the

discussions held in the board meeting of 5th May, 2021 and also

threatened Petitioner with SFIO action.

18.That in view of the aforesaid facts, the Petitioner is aggrieved of

the wrongful, fraudulent and malafide actions of the Respondent

no 3 mentioned herein below:

Page 32 of 50
i. Respondent no 3 vide his email dated 2nd September, 2021

denied the fact that his office is maintaining or keeping the

books of accounts of the Respondent no 1 Company and that

he was only acting as statutory auditor of the Company. The

said averment is contrary to the fact as it is evident from email

dated 21st June, 2021 wherein he had through his own email

had provided the ledger account of a tenant “KK Birla

Foundation” for the period 1.4.2020 to 17.06.2021. Recently

on 17th November, 2021 again vide Respondent no 3’s email

another ledger folio of one of the tenants of the Company has

been shared by Respondent no 3 Respondent no 3 has not only

been keeping books of accounts of the Company but is also

drafting books of accounts and Petitioner is only a postman

between the tenants and the Statutory Auditor and relies on all

information provided by Respondent no 3 and his offices for

any critical information pertaining to the Company. The

books of accounts are prepared in Respondent no 3’s office

and despite knowing fully well that Respondent no 3 cannot

act as an auditor if he is maintaining the books of accounts and

earning a handsome fee for the same. the Respondent no 3 has

deliberately and wilfully chosen to suppress the said material

fact from the Petitioner and Respondent no 1Company and is

now withholding Respondent no 1 Company information

which is critical to the Respondent no Company and its

stakeholders. Also, Respondent no 3 had been charging for

Page 33 of 50
 accounting services and the fee has been paid to him under the

account name of “E Shared Services”. The said entity is

operating from his own office, using same office infrastructure

as that of Respondent no 3’s office and using the personal

email address of Respondent no 3.The Petitioner has recently

been informed that under section 144 of the Companies Act,

2013, the statutory auditor cannot be a book keeper and cannot

certify e-forms filed to be filed with ROC and the Institute of

the Chartered Accountants and Companies Act prohibit such

powers to be vested in one professional. Respondent no 3

being aware of the said fact, instead of disclosing the same to

the Respondent no 1 Company made its directors believe that

the said prohibition is not maintainable against small

companies and that Respondent no 1 falls in the category of

“small companies”. Also Respondent no 2 vide his email dated

4th January 2023 admitted that Respondent no 3 has been

providing accounting and book keeping services to the

Respondent no 1. Further, vide email dated 6.08.2021 the

Respondent no 2 has unilaterally made the Respondent no 3 as

competent authority to retain custody of the Company records

which is even otherwise contrary to the provisions of the

section 94 of the Companies Act, 2013

ii. Respondent no 3 had been filing income tax returns of the

Petitioner and also GST returns for the Petitioner and during

the course of time, he had taken Petitioner’s signatures on

Page 34 of 50
 various documents and blank papers. Petitioner requested

Respondent no 3 to return the said documents and blank

papers, however, again, Respondent no 3 chose to ignore the

request of the Petitioner and it is pertinent to mention that the

said blank documents with signatures of the Petitioner have

been misappropriated by the Respondents.

iii. The Petitioner had requested Respondent no 3 to give custody

of the company records and provide inspection of the said

records at various point of time and more specifically in board

meeting which were called between 2021 to 2022, however,

neither the company records have been handed over nor have

the same been provided for inspection. The petitioner upon

gaining knowledge of irregularity under section 144 of the

Companies Act, 2013 sought the consent of Respondent no 2

to appoint professionals for book keeping and secretarial work,

however Respondent no 2 informed that there is no

contravention.

iv. Respondent no 3 has maintained that Respondent no 2 got

admitted to the Respondent no 1 Company as director in 2000

whereas Respondent no 3 was aware of the fact that

Respondent no 2 had been acting as secretary cum director of

the Company since 1st August, 1985 and the copy of the board

resolution dated 17.07.1985 is annexed herewith which is not

only signed by Respondent no 2 but also by then managing

Director Shri Nakul Bhargava. Respondent no 2 has been

Page 35 of 50
 acting as director of the Company since long, signed several

documents and agreements in capacity of the director,

negotiated various transactions of the Company with the

tenants and other occupants, visited and attended several

meetings held at Respondent no 3’s office with respect to the

Company affairs and financials and yet Respondent no 3 and

Respondent no 2 chose to supress this material information.

The Petitioner was made to believe that necessary formalities

have been complied with since the resolution had been passed,

however, for the reasons best known to Respondent no 3 and

Respondent no 2, it appears that they deliberately delayed in

filing the form 32 and filed the same only in 2000. Since

Respondent no 3 had been drafting and the filing of forms with

ROC and had been liasioning with ROC, he was well aware of

the true and correct position and yet a different date with

respect to appointment had been inserted.

v. Recently, due to the doubtful and damaging conduct of

Respondent no 3 and also in view of suppression of facts,

tampering of board resolutions, Petitioner inspected the ROC

records and gained knowledge that FORM 23AC and AOC -4

filed by Respondent no 3 are incomplete and entire financial

statements including the schedules and notes to accounts have

not been uploaded. Incidentally, the said forms have been filed

from Respondent no 3’s office and challans also bears the

name of Respondent no 3 office only. Respondent no 3 has till

Page 36 of 50
 date not provided original copies of the said financial

statements and annual returns to the Petitioner nor has he

uploaded them with ROC website. This is serious

contravention of the provisions of the Companies Act, 2013

and also violation of rights of the shareholders and

stakeholders.

vi. The MGT form for year 2015 and 2016 filed by Respondent

no 3 and digitally signed by Respondent no 2 includes an

annexure being list of shareholders which allegedly bears the

signatures of the Petitioner, however the said signatures are

copy pasted and are not actual signatures of the Petitioner.

Respondent no 3 who is statutory auditor of the Company and

is also rendering secretarial services had got them certified, his

office had verified the same and then uploaded the said e-

forms. Upon verification of the form and at the time of

uploading the said form, the said fact of forgery of signatures

was within Respondent no 3 knowledge and he ought to have

disclosed the said fact and notified this material irregularity to

the Petitioner. Instead of sharing this critical information,

Respondent no 3 chose to remain silent on the said issue and

did not notify the Petitioner or the board of such an

irregularity. The copy pasting of signatures tantamount to

forgery of signatures which is a serious offence and crime.

Despite repeated reminders and request, original copies of the

Page 37 of 50
 annual returns have not been provided to the Petitioner nor

have the same been uploaded.

vii. Respondent no 3 had procured Petitioner’s digital signatures in

the year 2010 and had kept them in his custody. The said

digital signatures of the Petitioner were obtained by

Respondent no 3. It is pertinent to mention that from 2010 to

2013, Respondent no 3 had been using the Petitioner’s digital

signatures which he had procured himself. The Petitioner was

informed that only balance sheets are required to be digitally

signed and since the directors have signed the balance sheet,

the same would be uploaded along with the Form 23 AC now

known as AOC-4. The physical copies of balance sheets of the

Company were signed at Respondent no 3’s office by the

directors and the same were uploaded from Respondent no 3’s

office only. The email used for uploading digital signatures of

the Petitioner is pawantrehan@eth.net and

capawantrehan@gmail.com. The said forms were never sent to

Petitioner on his email address for confirmation or verification

or for affixing the digital signatures. Mr Pawan Trehan had

been acting as repository of the company records and also the

digital signature of the Petitioner. The Petitioner reposed trust

as Respondent no 3 had long association with the Company

and was considered as family member of Late Shri Nakul

Bhargava who construed Respondent no 3 as his own son. The

said digital signatures were taken back by the Petitioner in

Page 38 of 50
 2014-2015 when the Petitioner gained knowledge that

Respondent no 3 has been using the digital signatures for filing

dummy documents and e-forms and has been mis-

appropriating the Petitioner digital signatures. It is pertinent to

mention that Respondent no 3 admitted to having filed Form 3

in the board meeting held at zoom platform on 5th May, 2021

viii. Also, some annual returns have been filed by Respondent no 3

with the digital signatures of the Petitioner. The annexures to

the Form 20 B ought to have been signed and executed copy of

the annual return ought to have been uploaded, however,

evidently, the annexures are under the “sd/-“. The Petitioner

had been requesting for the executed copy of the annual

returns, the same have not been provided till date. It is also

pertinent to mention that in the zoom meeting Respondent no 3

had categorically mentioned that annual returns mentioned the

distinctive nos of the share certificates, however, the alleged

annual returns uploaded on the MCA website does not contain

any such information nor the same has been provided to the

Petitioner for verification and inspection.

ix. Respondent no 3 is also involved in uploading dummy

documents with the ROC for reasons best known to him.

Respondent no 3 being the statutory auditor without the

consent or requisite board resolution uploaded an FORM 2

being a form of allotment of shares of the Company with the

ROC in 2010 for an alleged back dated allotment of 1992

Page 39 of 50
wherein he has shown that the Company in 1992 had issued

equity and preference shares to select shareholders. Also, post

allotment had equity capital of Company was Rs 2,12,320/-

being 21232 equity shares issued at face value of Rs 10/- each.

The said allotment has been allegedly made to the Petitioner,

Late Shri Nakul Bhargava and Shri Rakesh Bhargava. It is

relevant to note that the Company prior to 1992 also had

equity capital of Rs 2,12,320/ - and the said fact is within

knowledge of Respondent no 3. The Petitioner upon gaining

information of such an e-form which bears the digital

signatures of the Petitioner informed and notified Respondent

no 3 and sought explanation, however, the statutory auditor

instead of acting on such a complaint chose to ignore the

grievance of the Petitioner as he himself had certified the same

and had paid challan for the said E form. In the zoom meeting,

Respondent no 3 admitted to having filed form 2. Also, the

said e-form ought to have been cancelled, however,

Respondent no 3 in his own wisdom chose to keep the Form 2

valid. It is most shocking that a statutory auditor who ought to

have looked into serious irregularities and frauds being played

upon the stakeholders chose to maintain silence over the issue

and in-fact abetted the same only to give credence to

shareholding to a certain individual. Also, despite seeking

clarification on the issue, instead of coming clean on the issue,

Respondent no 3 chose to hoodwink the issue and evade a true

Page 40 of 50
 and correct response as is evident in the Zoom meeting. Also,

Respondent no 2 despite being apprised of the said irregularity

instead of questioning the conduct informed the Petitioner that

there was no fraud which has been played upon the Company

or Petitioner.

x. The Petitioner had earnestly requested Respondent no 3 to

provide the details of account books, trial balance, balance

sheet and its annexures as the Company is not having the same

at its registered office as the said documents were prepared at

Respondent no 3’s office. Also, recently a DPT-3 form has

been filed by Respondent no 3 wherein certain entries have

been mentioned and disclosed and the Petitioner requested for

the information, however, neither Respondent no 3 nor

Respondent no 2 provided the relevant information. The said

form was not even tabled in the board meeting nor was any

ratification on the same taken by the Board and has been

uploaded by Respondent no 3 without any notice to the

Petitioner.

xi. The Petitioner also gained information that the Company’s

master data maintained with ROC has been tampered with

without seeking consent of the Petitioner or the Company.

Respondent no 3 personal email address and phone no was

uploaded with ROC since 2010 till 2018. Respondent no 3 had

in his email dated 30th January, 2016 sought the Company’s

email address, however, since the board could not decide the

Page 41 of 50
email address, Respondent no 3 continued to provide his own

email address. However, knowing fully well that

bhargava.caxton@gmail.com is personal email address of the

Petitioner yet Respondent no 3 without obtaining consent of

Petitioner made the said email as Company’s email address

and uploaded it on the MCA website. It is most shocking that

both Respondent no 3 and Respondent no 2 had insisted on

having a company email address and never insisted on having

Petitioner’s email address to be used on MCA website and yet

in 2019, took a u -turn and surreptitiously uploaded

Petitioner’s email address as Company’ email on the Master

Data. It is pertinent to mention that Petitioner email address

Bhargava.caxton@gmail.com and also whats app account

linked to the said email address has been misappropriated and

a criminal complaint has been lodged with the relevant police

station. In view of the said gross violation of personal rights of

the Petitioner, the Petitioner was constrained to create a new

email address. Unauthorized use of personal email and to use

it as email of another entity is a gross criminal offence and as

such a serious transgression of privacy of the Petitioner by

Respondent no 3 who is managing the ROC filing along with

Respondent no 2. It is evident that Respondent no 3 and

Respondent no 2 may have misused and misappropriated name

of the Petitioner, his signatures and his email address to further

their vested interest and to cause harm to the Petitioner. No

Page 42 of 50
 explanation as to the use of the Petitioner’s email address has

been given by Respondent no 3 or Respondent no 2 till date.

xii. From the video footage of Zoom meeting dated 5th May, 2021

it is evident that Respondent no 3 and Respondent no 2 are

acting in concert, in collusion with one another with the sole

aim to create records in the Respondent no 1 Company to give

legitimacy as to the ownership of shares held by Respondent

no 2 in the Respondent no 1 Company. Further, the wrongful

intentions, actions and gross abuse of position of auditor is

evident from the discussion held and admissions of the

Respondents in the zoom meeting. Doctoring of records,

fabrication of records, wilful and deliberate misrepresentation

of facts in the board resolutions clearly establish the malafides

of Respondent no 3. The wrongful actions of Respondent no 3

assumes greater significance as he was well aware that the

anomalies that existed in the shareholding of Respondent no 2

and yet he chose to ignore such a relevant fact in his audit

report. The failure to grant inspection of statutory records is

violation of the statutory rights of the Petitioner. Concealment

of material facts pertaining to the shareholding pattern of the

Respondent no 1 Company, misrepresentation of the

information and patently wrong advice by the Respondent no 3

about the provisions of the Companies Act, 2013, failure to

disclose true and correct position despite being aware of the

facts and threats extended to the Petitioner by Respondent no 3

Page 43 of 50
 along with collusion with the Respondent no 2 is an abuse of

process of law and leading to miscarriage of procedural and

substantive justice and as such abuse of fiduciary position of

auditor in a company.

xiii. Respondent no 3 and Respondent no 2 deliberately made false

insertions in the attendance sheet of the board meeting held on

the zoom platform on 5th May, 2021. It is pertinent to mention

that the said zoom meeting was attended only by the

Petitioner, Respondent no 3, Respondent no 2 and Mr

Siddhartha Bhargava. However, Respondent no 3 mentioned

the names of Ms Shagun Bhargava, Mr Grover and Mr

Mayank Bhargava who were neither present in the meeting nor

were invited by Respondent no 2 in his email notice as is

evident from the emails attached hereto. Such manipulation of

records by Respondent no 3 clearly demonstrates malafides

and dubious conduct of Respondent no 3. Respondent no 3 and

Respondent no 2 are unabashedly and with impunity

defrauding the Respondent no 1 Company, Petitioner and all

stakeholders.

xiv. The law requires that necessary board resolutions be passed

for reconstruction of statutory records, however instead of

recording the said fact in the minutes of the meeting,

Respondent no 3 and Respondent no 2 chose to evade the said

material fact which was basis of issuance of duplicate share

certificates and transmission of shares. Transparency in

Page 44 of 50
 documentation and resolutions is paramount so as to reflect

true and correct position such that the rights of all the

stakeholders are duly protected and a statutory auditor who is

auditing books and statutory records ought to have verified the

information, however, instead of following due process of law,

Respondent no 3 chose to evade and circumvent the same.

Respondent no 2 consent and collusion is evident that despite

of the serious lapses, he has consented to all the acts of

Respondent no 3. Respondent no 3 insistence on doctoring the

facts, creating dummy documents and making alterations in

the statutory records of the Company in collusion with

Respondent no 2 tantamount to polluting the stream of justice.

This is a serious misconduct on part of any professional and

more particularly with respect to the statutory auditor

xv. Further, Respondent no 3 had assured and agreed with the

Petitioner in the zoom meeting that the information pertaining

to issuance of duplicate share certificates, records of the

Company and other relevant details shall be duly shared.

However, Respondent no 3 changed his stance in the emails

written to Petitioner post the zoom meeting and took a

completely contrary stand to defeat the rights of the Petitioner.

Respondent no 3, Statutory Auditor, book keeper and also

acting as designated authority and custodian of all statutory

records of the Company, books of accounts, financial

statements and other very important and confidential

Page 45 of 50
 information pertaining to Company and for reasons best

known to him, has not afforded any visibility or information

rights to the Petitioner. In view of the admissions of

Respondent no 3 in Zoom meeting, it is evident that

Respondent no 3 and Respondent no 2 are acting in collusion

and in concert with one another and are deliberately

withholding information and not providing any information to

the Petitioner.

19.Due to the erroneous, malafide and fraudulent conduct of the

Respondent no 2 and Respondent no 3, the Petitioner was

constrained to lodge complaints with Register of Companies,

Institute of Chartered Accountants of India (ICAI) and also

Paharganj Police Station. Respondent no 3 has contested the

complaint filed with Ld ICAI.

20.That despite the wrongful actions of the respondents, only to

ensure that Respondent no 1 does not suffer on account of lapses

of the Respondents and to resolve all the concerns of the

respondents raised in their acrimonious emails, called and invited

Respondents to all board meeting to discuss the issues and to take

on record all the emails sent by Respondents, however, none of the

Respondents attended any of the board meetings as is evident from

their emails. Notice of board meeting and response of respondents

is annexed herewith as Annexure ___.

21.In view of the aforesaid dubious conduct of Respondent no 3 and

Respondent no 2 is evident from the Zoom Meeting, abetting

Page 46 of 50
 manipulation of the statutory records, holding back the statutory

records and financial information of the Company, misuse of the

digital signatures of the Petitioner, forging signatures of the

Petitioner on the documents filed with ROC and pressuring

Petitioner to undertake wrongful acts, misrepresenting and

misleading the Company and its stakeholders, creating dummy

documents, falsifying the board minutes and maintaining opacity

in the dealing with the Petitioner, threatening the Petitioner and

the Company and deliberately and wilfully not complying with

the Companies Act in letter and spirit the Petitioner is constrained

to file the present application

22.That the instances enumerated above clearly show and establish

wrongful acts and irregularities undertaken by Respondent no 3

and Respondent no 2 jointly and severally are mentioned above

clearly demonstrate that Respondent no 3 and Respondent no 2

has abused their fiduciary position, acted contrary to the interest of

the Company and have indulged in gross violation of applicable

laws, acted in fraudulent manner and abetted and colluded in any

fraud by Respondent no 2 to the detriment to the Respondent no 1

company and its shareholders including Petitioner.

V. PRAYER CLAUSE
In view of the facts mentioned above, the Petitioner prays for the
following relief(s):
A. The Respondent no 3 claiming himself to be the statutory auditor of

the Respondent no 1 be removed

Page 47 of 50
 B. Direct the Respondent no 3 to handover all the records and

information, documents available with the Respondent no 3

pertaining to the Respondent no 1 Company to the Petitioner

C. such other orders may be passed in favour of the petitioner and

against the respondent no 3

D. Pass such other or further orders as this Hon’ble Tribunal may

deem fit and proper in the facts and circumstances of the present

case.

APPLICANT

Through

KUMAR ANURAG SINGH/SHWETANK SINGH

I-13, LOWER GROUND FLOOR,
LAJPAT NAGAR-3,
NEW DELHI-110024
Email Id:office@kumaranuragsingh.com

Place: New Delhi

Dated:02.02.2023

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 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
NEW DELHI BENCH
I.A. NO. OF 2023
IN
COMPANY PETITION No _____OF 2023

(Petition under section 241 and 242 of the Companies Act, 2013)

IN THE MATTER OF:

KRISHAN KUMAR BHARGAVA …PETITIONER

VERSUS

CAXTON PRESS PRIVATE LIMITED …RESPONDENT(S)

AFFIDAVIT

I, Krishan Kumar Bhargava , S/o. Late Bankey Lal Bhargava, aged about

76 years , resident of 80A/17, WEA Karol Bagh, New Delhi-110005,

Director and Shareholder of the Company M/s Caxton Pvt. Ltd & Ors

having its Registered office at Caxton House, 2E Jhandewalan

Extention,Rani Jhansi Road New, New Delhi-110055 do hereby solemnly

affirm and state as follows:-

4. That I am the Applicant, of the case under reference and hence, I am

fully acquainted with the facts and circumstances of the present

application.

5. That, the content of the accompanying application, have been read

by me and having understood the same, I say that the facts contained

therein are true to my knowledge.

6. I state that, the statements of facts mentioned therein are all true and

correct to my knowledge and nothing material has been concealed

therefrom, and no part of it is false.

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4. That, the Annexures annexed with this petition are true and correct

translated/typed copies of their respective original.

DEPONENT

VERIFICATION

I, the deponent above named do hereby verify that, the averments made in

paragraphs 1 to 4 of this affidavit are true and correct to the best of my

knowledge and belief, no part of it is false and nothing material has been

concealed there from.

Verified at New Delhi, on this 2nd day of February, 2023.

DEPONENT

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