Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2016 (9) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2016 (9) TMI 460 - Tri - Companies LawOppression/mismanagement - Held that:- One thing which is evident from the pleadings is that as on today there is a deadlock and the interests of the company (respondent No. l) are at stake. It is also a fact that no Board of Directors is functioning. The other directors like Ms. Doris Chung Gim Lian and Ms. Kah Chuan Kenneth Ho or Mr. Ashish Mittal have been the additional directors and there is a dispute in respect of their continuation because one version is that they could not be confirmed in the Board Meeting which was required to be held in September 2015. According to Share Purchase agreement it is a part obligation of the petitioner and their sole responsibility to infuse fund in Respondent No. l-Company. The petitioner has pointed out that various Institutions of Engineering, MBA, BBA, designing course have been adversely affected on account of non-functioning of Respondent No. 1. Therefore in order to make respondent No. l-company functional a Board of directors is necessary. Therefore we deem it appropriate to pass the following interim orders by invoking the powers under section 241(g) & (h) read with section 242 of 2013 Act:- "The petitioner shall nominate two directors on the Board of Directors of Respondent No. l-company but shall not name Ms. Doris Chung Gim Lian. Likewise Respondent Nos. 2 & 3 shall nominate one more director in addition to Mr. Shantanu Prakash-Respondent No. 4 but they shall not nominate Mr. Ashish Mittal-Respondent No. 10. Ms. Doris Chung Gim Lian (petitioner's nominee) and Mr. Ashish Mittal (Respondents' nominee) have been excluded because for the time being there is some controversy about both of them either raised in the petition or before the Ministry of Corporate affairs. Their temporary exclusion shall not construe to their prejudice because this court aims to achieve peaceful conduct of the affairs of Respondent No. 1-company. The needful shall be done within two weeks from today and thereafter the Board Meeting may be held, if necessary even in accordance with the provisions of section 173(2) of the 2013 Act read with Rule 3 of Companies (Meetings of Board and its Powers) Rule 2014 It is further directed that the Board meeting shall be chaired and initiated by the nominee of the petitioner as they have 58.18% shareholding and they have also undertaken complete responsibility of funding Respondent No. l-company as is clear from the Share Purchase Agreement. According to clause 3.1.2 the funding of the operations of Respondent No. l-company shall be exclusive responsibility of the purchaser i.e. petitioners. The aforesaid directions shall operate till the next date of hearing".
|