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2017 (3) TMI 1863 - NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCHOppression and mismanagement - removal of the Petitioner from the directorship - closely held family company in the guise of a partnership - HELD THAT:- It is necessary to give opportunity to the Respondents for filing reply. On 15/03/2017 the meeting is schedule to be held for removal of the Petitioner from the directorship of the R-l Company. As per averment of the Petition, R-l is a Gupta family company which is managed and controlled by bunch of Gupta family members and Petitioners holding in the company is 17.58% of the valid, issued, paid-up and subscribed share capital. It is closely held family company which runs in the guise of partnership. Petitioner has taken a legal ground that removal of director is a special business and Section 102 of the Companies Act, 2013 provides that attachment of explanatory statement is required with issuing notice of EOGM for concerning special business. Removal of director is not defined in Section 2(1)(a). Therefore, it comes under the special business and as per requirement of 102 of the Companies Act, 2013, for such business explanatory statement is necessary to be issued. Notice which is at page 491 of the Company Petition does not contain the explanatory statement for issuing notice for removal of Mr. Amit Kumar Gupta from directorship. Prima facie case is made out on account of the alleged notice which does not contain explanatory statement. EOGM should not be stayed. In the interest of justice we do not want to stay the proceeding of EOGM but we make it clear that if any EOGM takes place then its resolution shall not be given effect without taking permission from the Tribunal - List the matter for hearing on 20/03/2017.
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