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2018 (4) TMI 547 - HC - Companies LawOppression and mismanagement - Appointment of Ms. Rakhi Pandey as Director of the Company - no notice was given to the first Respondent and the Appellant no.2 herein was the only Director present in the meeting and thus, for want of proper quorum - illegal transfer of the shares - Held that:- There is no evidence on record showing that notice of Extra-ordinary General Meeting held on 9.10.09 was given to the first respondent, wherein the paid up share capital of the Company was increased from ₹ 1 lac to ₹ 3 lac but the Form No.5 was filed with the Registrar of Companies on 12.10.09 under the digital signature of the first respondent. There was nothing on record suggesting that the digital signature of the petitioner was misused and thus, the CLB rightly arrived at the finding that there appears proper acquiescence on the part of the petitioner in respect of the increase of authorised capital of the Company from ₹ 1 lac to ₹ 3 lacs. The alleged transfer of the shares by the first respondent in favour of the appellant no.2 herein, has been declared illegal by the CLB while deciding a separate petition preferred by the first respondent. Though the first respondent had contended before the CLB that special notice dated 14.8.10 under Section 284 read with Section 190 of the Act of the Board Meeting held on 30.9.10, was served upon the first respondent but no documentary evidence was produced to establish the factum of service of the notice as alleged. Apparently the petitioner was not given an opportunity to explain his position against the proposed removal from directorship. Violation of mandatory provisions of Section 284 of the Act, the removal of the first respondent from directorship of the Company has rightly been held illegal by the CLB. It is also not in dispute that Smt. Rakhee Panday, the appellant no.4 herein, was appointed as Director of the Company in the Board Meeting held on 30.9.10 wherein the first respondent was removed from directorship. No notice of Board Meeting was given to the first respondent and therefore, he was absent in the meeting, thus the appellant no.2 herein, being the only Director present in the meeting, there was lack of proper quorum. In this view of the matter, the finding arrived at by the CLB holding the appointment of appellant no.4 herein, as Director of the Company was not validly done, cannot be faulted with. The first respondent had already been removed as Director of the Company w.e.f. 30.9.10 and therefore, no notice of the Board Meeting held on 6.1.10 wherein Shri Mohit Kumar Panday, the appellant no.3 herein, was appointed as Director, was issued to the first respondent. The shareholdings of the first respondent being restored and his removal from the directorship of the Company being found illegal, for parity of the reason i.e. non service of the notice of the meeting held on 6.1.10, has rightly been held invalid for want of quorum. The shares originally held by the first respondent stand restored by the order of the CLB and thus, on account of non allotment of the shares to the first respondent proportionately, his shareholdings in the Company stand considerably reduced. As observed by the CLB, the increased 60,000 shares of ₹ 10 each have been allotted to individuals of Panday Group having same residential address, which has resulted in absolute majority of the Group and thus, the same is rightly been treated to be an act oppressive against the first respondent. Respondent had filed the petition before the CLB on the basis of continuing acts of mismanagement and oppression on the part of the appellants herein. That apart, subscribed and paid up capital was further increased on 27.8.12 with the issuance of 60,000 shares and Form No.2 in this regard was filed with the Registrar of Companies, Jaipur on 15.9.12. The Company Petition was filed by the first respondent before the CLB on 23.7.13 and therefore, it cannot be said that the petition filed suffered from inordinate delay and laches. Moreover, the first respondent had challenged transfer of 2500 shares by way of separate petition before the CLB, which was allowed vide order dated 19.3.14. Other acts of oppressions as alleged were consequential in sequence. In any case, the CLB exercising discretion having entertained and decided the same on merits, this court does not find any justifiable reason to entertain the objection raised on behalf of the appellants at this stage. Appeal dismissed.
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