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2019 (4) TMI 1894 - NATIONAL COMPANY LAW TRIBUNAL — MUMBAI BENCHAppointment of Company Secretary - Suspension of the then board of directors of respondent - restraint on alienation of movable and immovable properties of the respondents named therein during the pendency of investigation into the affairs of respondent No. 1 and its subsidiaries - section 212(1)(a) and (c) of the Companies Act, 2013. HELD THAT:- It is pertinent to mention that in the petition filed on behalf of Union of India under sections 241 and 242 of the Companies Act, 2013, the then existing board of directors of respondent No. 1 was superseded and nominee directors of the Central Government were appointed to take over the control and affairs of the company. Since the company is facing the precarious and critical financial conditions and since the moratorium order has been passed by the hon'ble National Company Law Appellate Tribunal, in such a situation, it is difficult to find out independent directors and woman directors to be appointed. The persons who have been appointed as nominee directors by the Central Government/Tribunal, or independent director, therefore, there is no need to appoint independent director during the moratorium period. It also appears that when the company is facing such a financial crisis/other problem, it may be difficult to find out eminent/suitable independent directors. In exercise of powers under section 242(2) and (4), we grant dispensation regarding the appointment of independent directors and women directors. However, best efforts should be made to appoint more independent/women director in each company, so as not to deprive of their participation in the board. The prayer for dispensation for appointing the company secretary cannot be granted hence rejected.
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