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2017 (6) TMI 1130 - NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARHScheme for rehabilitation of the Company - Held that:- In view of the facts and circumstances of the case, simply because, the Promoters have filed civil suit or that two of the promoters may be representing their group have now filed the instant petition, it would not be appropriate to order exit to the petitioners especially when the main contention raised by learned petitioners' counsel during arguments was basically confined to putting the appointment of R-9 as an Executive Director to test and approval of the remunerations to him. The present is not a case, where functioning of the company has come to a standstill as it is noticed that various decisions were taken by the company from time to time though the said decisions may be subject matter of challenge before this Tribunal. I am also of the view that simply because minority has been voted out on certain decisions, that cannot be considered to be the ground to order exit. Even the Investor cannot shirk from the responsibility of making all out efforts to make the business of the Company profitable. It was with this objective that the 'Investor' was inducted in the company's affairs by executing SHA. Thus, the Investor cannot be permitted to wholly replace the original shareholders/Promoters. In view of the above observations, I hold that the exit is not the appropriate course in this case. In view of above findings on various issues, the instant petition is partly allowed to the extent that agenda of continuation of L.K. Singh respondent No.9 as Director/Executive Director be placed in the meeting of the shareholders for approval along with his pay/emoluments/perks. For rest of the prayers, the instant petition is dismissed. It is directed that further continuation of Mr. L.K. Singh R-9 as Director/Executive Director/Whole time Director shall be subject to the approval of the shareholders meeting to be convened in terms of Section 152 of the Companies Act, 2013 and other applicable provisions of law.
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