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2017 (10) TMI 668 - Tri - Companies LawOppression and mismanagement - Arbitral Award eligibility - Held that:- In the interest of the shareholders of KSPL, in the interest of SPK group, JPK group and taking into consideration the Arbitral Award has not reached finality and not yet implemented, the following order is passed by this Tribunal. (i) Hon’ble Justice Mr. K.K. Lahoti who is functioning as Observer cum Facilitator is appointed as Interim Administrator of the first respondent company without superseding the existing Board of Directors of KSPL. (ii) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti is empowered to propose names of two Independent Directors in the Board of Directors of the first respondent company within three weeks for approval of this Tribunal. Independent Directors must be having experience in management of company affairs with special knowledge in seeds business. (iii) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti shall, within one month, after appointment of two Independent Directors shall conduct meeting of the Board of Directors of the 1st respondent company following the provisions of the Companies Act, 2013 and Articles of Association of KSPL with the following agenda: - (a) Appointment of independent Chartered Accountant firm to assess the fair market value of the shares of the first respondent company as on the date of filing of Company Petition No. 17 of 2014 and to fix the remuneration of Chartered Accountants so appointed. (b) Appointment of Special Auditors team to audit accounts of the first respondent company for the financial years 2013-14 to 2016-17 and to fix remuneration of the Chartered Accountants. (iv) Agenda of all kinds of meeting of KSPL shall be approved by Interim Administrator before notice of meeting is given. (v) All meetings shall be conducted in accordance with interim orders in force and the directions given in this order, in the presence and as per the instructions of Interim Administrator. (vi) There shall not be any change in the shareholding pattern and Directors of the first respondent company until further orders except as provided in this order regarding appointment of Independent Directors. (vii) Sale of Akola properties of KSPL by the first respondent company shall be according to the order of the Company Law Board dated 25.04.2014 and under the supervision of Interim Administrator and as per the resolutions of the Board of Directors of KSPL. (viii) The resolutions that had already been passed which are sub-judice in the Company Petition shall not be taken up in the Board Meetings of KSPL. (ix) There shall not be any resolution which goes against the resolutions passed on 26.03.2016 and 01.04.2016 and the resolutions passed on the basis of which Akola properties were sold, since they are sub-judice in Company Petition No. (17 of 2014) (TP No. 62 of 2016) and this Tribunal has to take final decision on it. (x) Respondent No. 3 shall not exercise the authority given to him under Section 113 of the Companies Act in the meeting of Board of Directors held on 01.04.2016, till further orders by this Tribunal. (xi) All interim orders that are in force shall be followed. (xii) The proceedings of all the meetings of KSPL shall be recorded by video and audio and send the same to this Tribunal. (xiii) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti shall file a report in respect of each meeting conducted separately before this Tribunal. (xiv) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti shall see that all the statutory obligations that are required to be carried out as per the provisions of the Companies Act and other acts and Articles of Association, shall be carried out within the period prescribed under the relevant Acts and Articles of Association. (xv) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti is at liberty to seek further instruction(s) in case of any controversy in respect of which he feels the order of the Tribunal is necessary. (xvi) Interim Administrator Hon’ble Justice Mr. K.K. Lahoti is entitled for a remuneration of ₹ 1.00 lac (Rupees one lac only) for each meeting subject to maximum of ₹ 3.00 lacs (Rupees three lacs only) per month besides all facilities to which he is entitled as Judge of High Court in respect of transport, accommodation and ministerial assistance as and when meetings of KSPL are called for/ or conducted. Interim Administrator Hon’ble Justice Mr. K.K. Lahoti shall continue to act in that capacity till disposal of TP No. 62 of 2016. (xvii) Remuneration of Independent Directors shall be fixed by Interim Administrator. (xviii) Expenditure incurred in respect of remuneration of Interim Administrator, Independent Auditor appointed for determination of fair market value of the shares of the first respondent company (KSPL) and Special Audit team appointed to audit the accounts of the first respondent company (KSPL) and remuneration of Independent Directors shall be borne by KSPL for the time being and it is subject to final order passed in TP No. 62 of 2016. (xix) Interim Administrator and Independent Directors appointed are given immunity from all Civil, Criminal and other regulatory actions under the laws applicable in the conduct of the affairs of KSPL.
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