Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2017 (7) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (7) TMI 1092 - Tri - Companies LawActs of oppression and mismanagement - re-election of Mr. Vikram Bakshi as Managing Director - inter-se dispute of the Directors - cessation of Mr. Vikram Bakshi as a sole Managing Director is consequence of mala fide intention of Mc Donald India to pressurize the Petitioner to sell out his shareholding at a throwaway price - Held that:- The finding which we have recorded in the preceding paras do not springs from inter-se dispute of the Directors but goes to the roots of proprietary rights of the petitioners as shareholders. According to clause 32 of the JV Agreement McDonald India has been given the option to purchase the shares of the petitioners at a price determined in accordance with para 26 if Mr. Vikram Bakshi suffers the termination of his relationship as a Managing Director of the JV Company. Therefore, it is not a simple case of inter-se dispute between the Directors. The situation created by the non-voting by respondent Nos. 3 & 4 (Mr. Robert Dale Larson & Ms. Ayesel Melbye) has resulted in grave set back to the interests of Connaught Plaza and that of the petitioners as has already been noticed in the preceding paras. Once the aforesaid findings are recorded then the jurisdiction of this Tribunal to invoke sections 397, 398 and 402 would be unquestionable. A (i) The proceedings of the meeting of the Board of Directors held on 06.08.2013 relating to re-election of Mr. Vikram Bakshi as Managing Director of the Company are set aside and declared illegal, unjust and malafide. Consequently, the uploading of Form-32 with the Registrar of Companies is also nullified and is declared illegal. The status of Mr. Vikram Bakshi as Managing Director of Connaught Plaza is restored. He shall continue to act as Managing Director of Connaught Plaza subject to passing of any resolution under the Chairmanship of learned Administrator. (ii) All steps taken in pursuance of non-election of Mr. Vikram Bakshi as Managing Director, are also declared illegal, unlawful, unjust and malicious. (iii) The Board of Directors of Connaught Plaza is divided in 50-50. In order to break the impasse we deem it just and equitable to appoint Hon'ble Mr. Justice G.S. Singhvi, Former Judge Supreme Court, 7 Padmini Enclave, Arvindoo Marg, New Delhi-110016 to act as Administrator with all the powers including the power to vote in the Meetings of Board of Directors. The Administrator shall settle his own fee. (iv) The Administrator shall ensure that all resolutions in respect of Connaught Plaza are passed to advance the interest of the Connaught Plaza and none of the two groups is oppressed. The agenda for re-election of Mr. Vikram Bakshi as a Managing Director shall be taken up with the prior approval of the Administrator. No agenda should be placed before the Board of Directors without the prior approval of the learned Administrator. (v) The Administrator may consider the possibility of even altering the Articles of Association so as to avoid any ugly situation to oust Mr. Vikram Bakshi as Managing Director unjustly and unfairly. (vi) Respondent No. 5 is restrained from interfering with the smooth functioning of Connaught Plaza and all its 154 restaurants open in the assigned territory of North/East India. (vii) The petitioners are held entitled to costs which we quantified at ₹ 10 lacs. The cost shall be paid by McDonald India-Respondent No. 2 to the petitioners.
|