JUDGMENT : K.M. Thaker, J. This appeal preferred under Section 10(F) of Companies Act, 1956, (herein after referred to as "the Act"), is directed against the order dated 17th June, 2009, passed by the Company Law Board, Mumbai Bench (herein after referred to as "CLB" for the sake of brevity) in Company Petition No. 21/284(2)/CLB/MB/2009, filed by the opponent herein (by invoking provisions under Section 284(4) read with the proviso of the said sub-section) wherein present appellants were named as the contesting respondents. 1.1 By the impugned order in the petition, CLB has directed present appellants to "not to indulge in future in sending notice under Section 284 of the Companies Act for removal of Mr. D.S.Parekh as Director of the petitioner company on the same issue as mentioned in the notice dated 10th April, 2009 for the AGM to be held in 2009." 2. The appellant no. 1, "party-in-person", has appeared for both appellants. We have, therefore, heard him at great length. The appellant No. 1 has submitted that the impugned order passed by the CLB could not have been passed in face of the facts involved in the case and it is only because of the money power of the respondent-HDFC that such order has been passed. The appellant no. 1 submitted that the impugned order is unjustified and unwarranted and this Court should quash it. During the hearing, appellant no. 1 also gave the details of various proceedings preferred against the respondent-HDFC in the Bombay High Court and in this Court as well as City Civil Court, Ahmedabad and in other fora. 3. The facts, arising from the record, are summarised below. 3.1 Pursuant to the allotment of shares in public issue in 1990-1991, 10 equity shares of Rs. 100/- each of present Opponent-Housing Development Finance Corporation Limited ("HDFC" for short) under one folio number (N 41567) and a common share certificate were allotted to the appellants. 3.2 The appellants, some time after the allotment, requested the opponent HDFC to split the said share certificate into 10 separate share certificates of one equity share each. In view of the said request, the share certificate was split by HDFC into 10 separate share certificates, of one share each. 3.3 Subsequently in 1992 the appellants applied for transfer of 8 share certificates. For the said purpose the appellants forwarded 8 share certificates along with 8 transfer deeds. In view of the said request, the share certificate was split by HDFC into 10 separate share certificates, of one share each. 3.3 Subsequently in 1992 the appellants applied for transfer of 8 share certificates. For the said purpose the appellants forwarded 8 share certificates along with 8 transfer deeds. In its application before CLB, the opponent HDFC claimed that as per the appellants' request, out of the 8 share certificates 7 share certificates were to be transferred from their own names to the name of the transferee. However the transferee, in whose favour the share certificates were to be transferred was the same person but the name of the said transferee was mentioned in different combination. 3.4 The name of the transferee stated in the transfer deeds was mentioned as N.S. Parekh, Nila S. Parekh, Nilaben Parekh, Nila Parekh, Nilaben Sureshbhai, Nila Sureshbhai and Nilaben S. Parekh. 3.5 Before the CLB, HDFC also claimed that after receipt of the application the data entry operator made necessary entries as a result of which seven different folios in 7 names as mentioned in the transfer deeds were created. This development came to the notice of the concerned competent officer in HDFC's share department after the seven folios were created. The concerned officer, while verifying the transfer deeds noticed, in view of the identical addresses mentioned in respect of all seven persons, that the transferee named in the seven transfer deeds appeared to be one and the same person. The concerned officer also noticed that in none of the said seven transfer deeds, the transferee had a joint holder. Having noticed this aspect, though after seven folios were created, changes were made in the computer entry in respect of the transfer of 7 shares/certificates so as to club them into one folio bearing no. N51110 and consequently one share each from folio no. N51111 to N51116 was moved into single folio no. N51110. The appellants claim that the said exercise was undertaken illegally and without authority of law. 3.6 The said change i.e. the transfer resulted into seven shares being transferred into name of one common transferee under one folio no. N51110. The HDFC has also claimed that entries on the reverse of the share certificates were accordingly made and the share certificates were dispatched to the transferee. 3.6 The said change i.e. the transfer resulted into seven shares being transferred into name of one common transferee under one folio no. N51110. The HDFC has also claimed that entries on the reverse of the share certificates were accordingly made and the share certificates were dispatched to the transferee. 3.7 In this backdrop of facts the HDFC claimed before the CLB that the appellants had jointly and wilfully sought to deceive the opponent HDFC with a view to procuring multiple folio numbers for securing undue advantage. The appellants, of course, have disputed and vehemently denied the allegations. Before the CLB the opponent HDFC also claimed that after the change in the share certificates/computer entry as aforesaid, common dividend warrants in respect of the 7 shares were dispatched to the transferee i.e. appellant No. 2 during the period from 1992-1993 to 2007-2008 and that during the entire period the warrants were accepted by the appellants without any protest or demur. 3.8 Before the CLB, the opponent HDFC also claimed that in 1994 a new venture named HDFC Bank Limited was promoted by it and existing shareholders of the opponent HDFC were offered shares of HDFC Bank Limited, on preferential basis in below mentioned ratio:- No. of shares held in HDFC Limited as on 20th June, 1994 No. of shares of HDFC Bank Limited offered. 01/10/16 100 11/20/16 200 21-30 300 31-40 400 41 and above 500 3.9 According to the opponent HDFC, the event which triggered the controversy and dispute between the parties is the said offer and the subsequent demand for 700 shares of HDFC Bank Ltd. by Mrs. Parekh and its refusal by HDFC. The HDFC claimed that the appellant demanded 700 shares of HDFC Bank on preferential basis on the ground that the share certificates were in names of different persons and therefore ought to be treated as different share holders. However, the appellants insist that the claim for 700 shares is justified because the offer and the allotment was on, "per folio" basis. Be that as it may, the said controversy is not an issue on hand in this appeal. Suffice to note that the said demand of the appellants was not entertained by the opponent HDFC. 3.10 After stating the aforesaid facts the opponent HDFC also claimed that since 1998 the appellants started giving notice under Section 284 of the Act for removal of Mr. Suffice to note that the said demand of the appellants was not entertained by the opponent HDFC. 3.10 After stating the aforesaid facts the opponent HDFC also claimed that since 1998 the appellants started giving notice under Section 284 of the Act for removal of Mr. Deepak S. Parekh, Chairman and Managing Director. 3.11 Lastly, by virtue of notice dated 15th April 2009, the appellants again sought to move a resolution seeking removal of Mr. Deepak Parekh as the Chairman of the Company for the reasons mentioned in the notice. The opponent HDFC, claims that, in respect of the last notice it being of the view that the publication of notice would amount to circulation of defamatory material and abuse of process of law preferred the petition before CLB. 3.12 From the petition, and present appeal as well, it also transpires that the appellants have instituted various proceedings against the opponent HDFC. 4. The said petition was opposed by present appellants who filed reply as well as written arguments. From the reply and written arguments filed by the appellants it emerges that the appellants alleged that the HDFC had committed fraud and it had submitted 12+2 forged and fabricated documents for which action under section 195 of Cr. P.C. and section 628 of the Act should be taken. The appellants also claimed that the ground on which the petition no. 21 of 2009 was preferred was untenable, inasmuch as after having admitted that they (i.e the appellants) hold 360 shares and after having earlier published notices given by the appellants under section 284, such ground was now not available to HDFC and it was neither permissible nor justified for the HDFC to claim that the notice under section 284 was incompetent as the appellants did not have minimum shareholding required for moving such resolution. The appellants also alleged that the HDFC was misdirecting the Courts and the CLB and was succeeding in all fora by money power and pressure. The appellants also claimed that the HDFC had suppressed several material facts including the details about fraud of Rs. 3285/- Crores. The appellants also narrated the details about the various proceedings which they had to initiate because of the illegal actions of HDFC. The appellants also claimed that the HDFC had suppressed several material facts including the details about fraud of Rs. 3285/- Crores. The appellants also narrated the details about the various proceedings which they had to initiate because of the illegal actions of HDFC. The appellants also reiterated the reasons to justify their notice under section 284 which include the reasons such as protecting their basic rights, seeking protection against threats, seeking protection of rights as shareholder, their claim for 700 shares of HDFC Bank to protect the right for 1600 additional shares of HDFC bank and to get back the shares withheld by HDFC. 5. The CLB, after considering the petition and submissions of HDFC, the reply and written arguments by the appellants herein passed the impugned order. Aggrieved by the impugned order the original opponents are before this Court. 6. The appellant No. 1 sought permission to read, from the written submissions filed along with the appeal, which was, considering the fact that he appears party-in-person, we granted the permission. The appellant No. 1 submitted, inter alia, that the petition by HDFC before the CLB and the objection raised by the opponent HDFC against the notice by the appellants was not maintainable and was unjustified. The appellant No. 1 repeatedly emphasised that he has donated blood for 94 times and yet HDFC has used phrase like mala fide against him and in respect of the actions taken by them for protecting their rights and reiterated the statements in their Section 284 notice to justify the action. The appellant No. 1 also submitted that the averments in the petition and the submissions by HDFC before CLB were misleading and that HDFC had suppressed several material facts and that the petition before the CLB was sheer abuse of process of law and that HDFC was guilty of changing folios/record (with regard to the appellants' shareholding) without due process of law. The appellant No. 1 claimed that the HDFC is also guilty of committing fraud of Rs. 3285/- Crores and of allotting shares to the directors/employees etc. The appellants referred to the various proceedings instituted by them with regard to the injustice caused to them by HDFC. Any other contentions are not raised nor any other submissions are made. 7. On behalf of Opponent – HDFC Mr. Anshuman Mahapatra learned advocate for Wadia Ghandy & Co. 3285/- Crores and of allotting shares to the directors/employees etc. The appellants referred to the various proceedings instituted by them with regard to the injustice caused to them by HDFC. Any other contentions are not raised nor any other submissions are made. 7. On behalf of Opponent – HDFC Mr. Anshuman Mahapatra learned advocate for Wadia Ghandy & Co. defended the order passed by CLB and submitted that the appellants have indulged into acts of abusing process of law and particularly section 284 of the Act and the appellants have repeatedly sought to get defamatory statements published. He also referred to and relied on order dated 17.9.2009 passed in writ petitions being Special Civil Application No. 7564 of 2009 and 8163 of 2009 and submitted that there is no error of jurisdiction or law in the order and appeal deserves to be rejected. 8. In view of the averments made and reliefs prayed for by the appellants in the appeal it is appropriate and necessary to take into account (i) the prayers with which present opponent HDFC had approached the CLB and (ii) the order passed by the CLB as that would define and explain the scope of the appeal on hand. The relief/s prayed for in the said petition before CLB are reproduced herein below as it would demonstrate the subject matter before the CLB from which present appeal has arisen. The relief/s mentioned in para 9 of said petition read thus:- "9. The relief/s prayed for in the said petition before CLB are reproduced herein below as it would demonstrate the subject matter before the CLB from which present appeal has arisen. The relief/s mentioned in para 9 of said petition read thus:- "9. Relief’s The petitioner Company prays that the Hon'ble Bench be pleased to: (a) declare that the said Notice does not comply with numerical requirements provided under Section 188 of the Act and is therefore invalid and void; (b) exempt the petitioner company from the publication, circulation or reading out at the forthcoming Annual General Meeting, the said Notice issued by the Respondents, as the same seeks to abuse the process of law to secure needless publicity for defamatory matter; (c) direct the Respondents, individually and severally, not to indulge in future in misuse and abuse of the process of law either by serving notice under Section 284 of the Companies Act, 1956, for removal of any Director of the petitioner company on the basis of the issues previously raised or by raising any other issue(s) against the petitioner company; (d) pass orders granting any further and other relief(f) as this Hon'ble Board may deem fit and proper in the facts and circumstances of the matter; (e) for costs." Upon considering the pleadings, submissions and the prayers, the CLB has restrained the appellants from sending notice under Section 284 seeking removal of Mr. Parekh on the same issue as mentioned in their notice dated 10.4.2009. 9. We have noticed that the appellants have serious grievance against HDFC's action of denying 700 equity shares of HDFC Bank Limited and also about alleged non-payment of certain dividend as well as alleged failure in issuing rightful number of bonus and other shares to the appellants on the basis of their shareholding. However that was not the issue in the application before the CLB and consequently it is not, and it cannot be, an issue before us in this appeal. We have also noticed that the appellants have claimed that in respect of each share certificate 100 equity shares of the HDFC Bank Limited ought to be issued in favour of the transferee/holder of the share certificates and consequently 700 shares of the HDFC Bank should have been allotted. We have also noticed that the appellants have claimed that in respect of each share certificate 100 equity shares of the HDFC Bank Limited ought to be issued in favour of the transferee/holder of the share certificates and consequently 700 shares of the HDFC Bank should have been allotted. It is also noticed that the appellants have grievance against HDFC's action of making changes in the folio with regard to the request for transfer of share certificate, that too after making the computer data entry and without following due procedure. However, it is pertinent that the said grievances were not the subject matter of adjudication in the appeal before the CLB and have not been adjudicated by the CLB, rather more important is the fact that it was the HDFC who had approached the CLB with the prayers noted above and the appellants had not approached the CLB with the said grievances or any demands, in the matter on hand. The appellants' grievances were not the subject matter of consideration and adjudication before the CLB, hence the CLB has not pronounced any decision in respect of the said grievances or demands and it had no occasion also to do so. Hence, at this stage and in this proceedings we cannot delve on the said issue. 10. The appellants also insist for action under section 195 of Cr.P.C. However the said grievance also is not the subject of the impugned order and was not the subject matter of the petition before CLB in which the impugned order came to be passed. Hence, it is not, and cannot be, an issue before us in this appeal. As far as the complaint and the allegations about alleged submission of forged and fabricated documents by HDFC before the CLB is concerned, the criminal procedure code prescribes procedure e.g. Section 195, and such procedure must be followed. On perusal of the annexures to the appeal it transpires that the bench officer of learned CLB seems to have taken out hearing on the complaint-application by the appellants. In present appeal, which arises from the impugned order dated 17.6.2009, this Court cannot examine the said issue or the allegations about the alleged offence or demand for action in accordance with Section 195, and at this stage in present proceedings, this court also cannot make any observations on that count. In present appeal, which arises from the impugned order dated 17.6.2009, this Court cannot examine the said issue or the allegations about the alleged offence or demand for action in accordance with Section 195, and at this stage in present proceedings, this court also cannot make any observations on that count. Even otherwise, the procedures prescribed by law in respect of alleged offence shall have to be followed. 11. So far as the appellants' notices under Section 284 of the Act are concerned, at the outset it deserves to be noted that the appellants have not denied the details given by the HDFC about the various notices under section 284 of the Act given by the appellants from 1998 onwards. 11.1 There is also no denial, by the appellants, of the details mentioned by the HDFC about the outcome of the notices given in past. 11.2 According to the history of the served notices given by the appellants the HDFC, the notice which was given in 1998 was included in the notice for 21st AGM which was to be held on 6th May 1998 however the resolution was neither proposed nor seconded by any person, hence it had to be dropped. The appellants, then in 1999 also, gave similar notice seeking to move a resolution, at the 22nd AGM, for removal of Mr. Deepak Parekh, Chairman and Managing Director. According to the HDFC's application the said notice was received very late and was not within prescribed time limit and therefore it could not be published. The appellant also failed to attend the said AGM. Then consecutively for third time i.e. in 2000 also the appellants issued notice dated 16th June 2000 seeking to move a resolution at the 23rd AGM for the same purpose i.e. removal of Mr. Deepak Parekh from the office and position of Director for the same reasons as mentioned in earlier notices. The HDFC has claimed that the said notice was received after the intimations conveying the 23rd AGM were dispatched and therefore the notice was published in newspaper, but the appellants failed to attend the AGM and at the AGM nobody proposed the resolution, hence it was dropped. The HDFC has claimed that the said notice was received after the intimations conveying the 23rd AGM were dispatched and therefore the notice was published in newspaper, but the appellants failed to attend the AGM and at the AGM nobody proposed the resolution, hence it was dropped. In 2001 also the appellants gave similar notice for the 24th AGM and as per the averments in the petition before the CLB, on one hand the resolution was strongly opposed and on the other hand the appellants failed to attend the AGM, hence the resolution was dropped. Another similar notice was, as per the averments in the petition, moved for 25th AGM (to be held in 2002) also, however by virtue of order dated 5th July 2002, the HDFC was exempted from publishing, circulating or reading the said notice. 12. It, thus, emerges that the appellants have been giving notices under Section 284 of the Act for similar purpose and on similar grounds and on couple of occasions the proposed resolution did not find any one to propose it or to second it and during one of the AGMs, the appellant, after giving notice, did not remain present at the AGM. 12.1 Such conduct, coupled with repeated notices for similar purpose and on similar grounds, demonstrates lack of bonafides on part of the appellant, more so when the proposed resolution was once opposed at the AGM by the shareholders and yet the appellant repeated similar notice after having skipped the said AGM. 13. It is in this backdrop that the CLB has observed, and in our view rightly and justifiably, that "However, I find that Mr. Depak S. Parekh way back in 1998 itself has taken Sureshchandra Parekh's case to Board of Directors as well as to the knowledge of shareholders. The Board on the advise of legal authorities decided to fight Shri Sureshchandra V. Parekh and Shri Deepak S. Parekh being an employee cannot work against the collective decision of the Board of Directors. He has done his best and therefore I am satisfied that the notice issued by Shri Sureshchandra Parekh is with the rights conferred by section 284 of the Act being abused to secure needless publicity of defamatory matters. He has done his best and therefore I am satisfied that the notice issued by Shri Sureshchandra Parekh is with the rights conferred by section 284 of the Act being abused to secure needless publicity of defamatory matters. Further, Shri Sureshchandra Parekh's case was considered at different judicial forums (Sic)and he has not got any favourable decision till date from anywhere and in view of this I confirm the interim stay granted on 5th May, 2009." The CLB has, after examining the notices and actions in that regard, recorded its finding to the effect that "the respondents are trying to take undue advantage by sending frequent notices under Section 284 of the Act, 1956 for removal of Mr. D.S. Parekh." 14. In light of the aforesaid facts and discussion we are of the view that the conclusion of the CLB that present appellants are trying to take undue advantage of the right conferred section 284 of the Act, cannot be faulted. 15. From the facts available on record it does emerge that for the same reason and purpose and on the similar grounds the appellants have issued frequent notices under Section 284 and except seeking the publication or circulation of the notices the appellant has not seriously pursued the same inasmuch as when in the 21st AGM the appellant No. 1 was present in the meeting and the special notice given under section 284 by the appellant was included in the notice for AGM, the appellant No. 1 himself also did not propose the removal and the resolution did not find any one to propose it and/or second it and after having given such notice again for 22nd AGM and also for 23rd AGM, the appellant failed to attend the 22nd and 23rd AGMs. From such conduct it appears that the appellants have made it a routine to give notice under section 284 of the Act, for similar purpose and on similar grounds at the time of AGM and the intention of the appellants appears to be of publication and/or circulation of the statements or reasons (for the Notice/resolution) narrated in the special notice under section 284 of the Act and that therefore we do not find any error in the conclusion of the CLB to the effect "the respondents are trying to take undue advantage by sending frequent notices under Section 284 of the Act, 1956 for removal of Mr. D.S. Parekh", so as to warrant interference under section 10F of the Act. At this stage we may also note that the appellant's contention that the opponent HDFC was not right or justified in opposing their Notice under Section 284 on the ground that it did not comply the pre-requisite prescribed under Section 188 of the Act, does not survive since the CLB, in its order which is impugned in this appeal, has, though recorded but has not dealt with and has not addressed the said objection of the HDFC and, in any case, has not allowed HDFC's petition on that ground. True it is that HDFC had, in its petition before, the CLB opposed the appellant's subject Notice on the ground that it lacked the compliance of pre-condition prescribed under Section 188 of the Act, however in its order the CLB has not even touched, except taking note of and recording the said objection in the order and the CLB has not allowed the HDFC's petition on the said ground or reason and the CLB has not even addressed the said aspect, much less accepted the said contention of HDFC. Since that is not the ground on which the impugned order and the direction are based and/or the petition is allowed by CLB, it is not necessary to delve upon and consider the appellant's objection and that therefore we have not entered into the said issue. Since that is not the ground on which the impugned order and the direction are based and/or the petition is allowed by CLB, it is not necessary to delve upon and consider the appellant's objection and that therefore we have not entered into the said issue. When the CLB has not even addressed the issue, let alone accepting or rejecting the said contention, and has not based its order on that premise, it should not detain us further and we do not consider it necessary to go into, what now is a non-issue at this stage in this appeal in view of the impugned order. The aforesaid discussion takes us to the impugned final directions issued by the CLB. The CLB, by the impugned direction, has restrained the appellants from giving notice(s) under Section 284 of the Act for removal of Mr. D.S.Parekh as Director of HDFC on the same issue as mentioned in their notice dated 10.4.2009 for the AGM which was to be held in 2009.It is apparent and obvious that the statements in the notices or the reasons stated in the notices for circulating the resolutions are the ground or justifications for the impugned direction by CLB and not the demand (by the appellants in the notice/resolution) per se. It is also clear, on bare perusal of the impugned direction, that the limited effect of the impugned direction would be that the appellants cannot now keep on giving notice on the same issue which was mentioned in their notice dated 10.4.2009, however, the impugned direction would not come in the way of the appellants and it does not prohibit them from giving notice, including a notice seeking removal of any director or the chairman, on any other issue. Obviously, if the resolution,(which may be proposed in the notice by the appellants) do not find favour in the meeting and cannot garner sufficient votes to sail through then it would fail and sink. The CLB has not restrained the appellants from giving any notice under Section 284 of the Act in future even for removal of a director on any ground other than the ground or issue mentioned in their notice dated 10.4.2009. The CLB has not restrained the appellants from giving any notice under Section 284 of the Act in future even for removal of a director on any ground other than the ground or issue mentioned in their notice dated 10.4.2009. In the facts of the case, we are not inclined to hold that the said direction is unjust or suffers from the vice of non-application of mind, more particularly when a finding of fact has been recorded, after due consideration of the material on record, that the consecutive notices, containing similar grounds and revealing similar purpose(i.e. the statements made in, or the reasons given in, the notices) for circulating the resolutions, amount to abuse of the right (conferred on shareholders by Section 284 of the Act).We are, therefore, not inclined to interfere, under Section 10(F) of the Act, with the impugned direction. For the reasons stated above, the appeal, fails and deserves to be rejected. Consequently, the appeal is hereby rejected. It is, however, clarified that this judgment and order will not come in the way of present appellants in pursuing, if permissible, any appropriate remedy, in accordance with law, before appropriate forum with regard to their claims or grievances, including the claim for allotment of appropriate number of shares of HDFC Bank Limited on the basis of the allotment originally notified by the opponent HDFC in 1994.This judgment and order would also not obstruct or hold the appellants from pursuing, in accordance with law, their claim for appropriate action under Section 195 of the Criminal Procedure Code. It would be open to the appellants to take out appropriate proceedings in appropriate forum for their grievances or any other claims, in accordance with law. Registry is directed to send the copy of this order to the appellant-Sureshchandra V. Parekh, forthwith. Appeal Dismissed.