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2015 (4) TMI 1053 - HC - Companies LawWill purportedly executed by demised - suppression and prevarication of facts - Held that:- Under Section 8 of the Hindu Succession Act, 1956, the property of a male Hindu dying intestate shall devolve firstly upon Class-I heirs. Under Section 9 thereof, all the Class-I heirs shall take simultaneously to the exclusion of all other heirs. Thus, pending adjudication of the suit filed by appellant No.1, it must be assumed that appellant No.1 and respondent Nos.2 to 4 are entitled to 1/4th share each in 4,00,961 shares in the company held by Late Dr. Vijay Kumar Datla. Thus, for the present, pending adjudication of the suit filed by appellant No.1, she and respondent Nos.2 to 4, must be treated as having more or less equal shares. Though there appear to exist simmering differences between appellant No.1 on the one side and respondent Nos.2 to 4 on the other, considering the fact that they are no other than mother and daughters who can sink their differences in their own interest and in the interest of the company, it is desirable that only these persons manage its affairs, lest any outsiders interference may lead to the company which is stated to be on profit making spree getting derailed and losing its rhythm. Therefore, instead of appointing an outsider as the administrator/receiver, keeping in view the interests of the company as of paramount importance, the following arrangement is made: 1. An adhoc Board of Directors is constituted with appellant No.1 as the Executive Director and respondent Nos.2 to 4 as the Directors of respondent No.1-company. Appellant No.1 shall discharge the functions of the Managing Director of the company. 2. The adhoc Board is responsible for the day-to-day functioning of the company and shall carry out the statutory obligations under the Act. 3. All the decisions shall be taken by the Board based on unanimity and consensus. If consensus on any aspect relating to the day-day-day affairs of the company is eluded among the Board members, appellant No.1, as the Managing Director, shall approach the Company Law Board for appropriate directions. 4. The Board shall not transfer or deal with 81% shares held by Late Dr. Vijay Kumar Datla in any manner till the dispute on the issue of succession is adjudicated in O.S.No.184 of 2014. 5. The Board shall not take any major policy decisions unless there is unanimity among all its members and without the prior approval of the Company Law Board. 6. The adhoc Board shall continue to function till O.S.No.184 of 2014 is disposed of and appropriate orders in C.P.No.36 of 2014 are passed thereafter. 7. The Company Law Board shall keep C.P.No.36 of 2014 pending till O.S.No.184 of 2014 is finally disposed of. The Company Appeal is accordingly allowed to the extent indicated above. As a sequel to the disposal of the Company Appeal, Company Application Nos.1331 & 1332 of 2014 and Company Application Nos.7 & 8 of 2015 are disposed of as infructuous.
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