Chandigarh, November 5
The outgoing Punjab Governor-cum-UT Administrator Gen S.F. Rodrigues (retd) is caught in yet another controversy.

The Company Law Board (CLB) at New Delhi has held that a Delhi-based entrepreneur Ashok Chawla, with whom Gen Rodrigues and his son had reportedly signed a memorandum of understanding in January, 2001, has succeeded in making out a “prima facie case of collusion and connivance” for ousting him from the management of a company.

Gen Rodrigues’s son Marc William Rodrigues was one of the company’s promoters/shareholders. Gen Rodrigues is said to have resigned from the chairmanship, and Marc was designated as the managing director.

The ruling, by the CLB’s Principal Bench, categorically says the respondents, Crystal Island Park Private Limited and Marc William Rodrigues, “cannot hide behind the high court’s order to lend validity to all the acts which stand vitiated by fraud”.

With this, it is clear that Rodrigues remains surrounded by controversies on one issue or another. During the last one year, the land deals for various projects like those for “Medicity”, “Film City”, amusement park and IT park development in the Union Territory have hit his image badly.

The company, Crystal Island Park Private Limited, was incorporated in January, 1999, with Marc Rodrigues and two others as promoters/shareholders. The company’s case was that on January 22, 2001, a memorandum of understanding was “purportedly entered into between Ashok Chawla, Gen S.F. Rodrigues (Punjab Governor), Marc Rodrigues (his son) and Zuari Tigers Aqua Private Limited”, whose name was later changed to Zuari River Agrotech Private Limited (ZRAPL). Pursuant to the MOU, the petitioner was inducted into ZRAPL.

Available information suggests prior to the acquisition of the entire shareholding of the company by M/s Grandeur, the company’s shareholding was jointly held by Marc and Chawla. The company, Marc and the petitioner then agreed to merge Zuari with the company to expand its business.

It is believed Zuari was set up by Gen Rodrigues and his son in Goa. When the company failed, Chawla was invited to join for its revival. But was later thrown out. Indications are that Chawla has also submitted an application before Superintendent of Police, Economic Offences Cell, Panaji, Goa, alleging forgery, cheating and fraud.

Chawla’s counsel contended in terms of the MOU that he and Marc were to hold 50 per cent each equity shares of ZTAPL. It was also decided the petitioner would be co-opted as a director and chairman, while Marc would be designated as the managing director. The objectives of the alliance were specified and related to “opportunities such as benolim hatcheries, amusement theme parks, water sports….”

Chawla further contended Marc “fraudulently diluted his stake to about 13 per cent”, though he was to hold 50 per cent. It was argued the traces of nefarious activities carried out by Marc “left behind deep imprints of fraud, cheating, deception, fabrication, forging and fudging of records and account”.

After going through the rival contentions, the Principal Bench asserted: “It is a case of forfeiture/change of shareholding of the petitioner, who has also been denied access to all the documents/books of the respondent company on the amalgamation in 2006.

“It is admitted case of the respondents that prior to the acquisition of the entire shareholding of the respondent company by M/s. Grandeur, the company’s shareholding was jointly held by Marc and the petitioner….”

CLB member Vimla Yadav added: “I have noted that the pages have been changed; and while changing the pages the pages inserted are not of the same type.

“Alleged corrections without putting initials by putting whitener are logically seem to have been done subsequently to the petitioner’s signing of such minutes, no prudent person would sign to damage his own rights and claims…. The minutes of the meeting book has been allegedly fabricated to start with continuous numbers of the first register, but later pages show different sequence of numbers….

“No credence can be given to the story that the petitioner first signed the share transfer forms and the consideration was paid subsequently”. Before parting with the order, CLB member Vimla Yadav asserted: “I find that the petitioner has succeeded in making out a prima facie case of collusion and connivance between the company and Marc in ousting him from the shareholding and management of the company. Fraud vitiates all acts, including the orders obtained from any court, even the high court….

“The high court of Bombay at Goa’s order on the amalgamation of the companies by misleading this court cannot revalidate the acts done in a fraudulent manner….”