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2020 (3) TMI 267 - Tri - Companies LawTerritorial Jurisdiction - transfer of the case to Kochi Bench of NCLT - Oppression and Mismanagement. Whether the EGM purportedly held on 27.07.2015 is in accordance with the law and legally tenable? - HELD THAT:- Respondents R2 to R11 seems to have made efforts to usurp the office of the Directors and to gain the control over the Board of Directors of the 1st Respondent Company. Therefore, the removal of the Petitioner and Respondents R12 to R19 from the office of the Directors of the 1st Respondent Company in the EGM purportedly held on 27.07.2015 amounts to acts of oppression by the Respondents R2 to R5. Moreover, it is on record that the appointment of Respondents R6 to R11 as Directors of 1st Respondent Company was made by a single resolution which is also in violation of the provisions of Section 162 of the Companies Act,2013. Whether the forfeiture of one share of ₹ 1000/- fully paid-up and held by the petitioner in the 1st Respondent Company, on 27.07.2015 is in accordance with law and legally tenable? - HELD THAT:- The Respondents R2 to R11 being Directors at the time of forfeiture of the said shares on 27.07.2015, and assuming they were authorised to cancel the shares, we are of the view that legally the Directors of the Company cannot utilise their fiduciary powers over the shares purely for the purpose of cancellation of the shares of the minority shareholders to improve their voting power. The court cannot allow to exercise such powers which might have been delegated by the company to the Board. Therefore, we are of the opinion that there was no authority with Respondents R2 to R11 to forfeit the shares of the Petitioner. The whole action is patently illegal, perverse and is hereby declared as null and void. Whether the removal of petitioner and the Respondents R12 to R19 from the office of directors at the Extra Ordinary General Meeting purportedly held on 27.07.2015 is in accordance with law and legally tenable? - Whether the appointment/election of Respondents R6 to R11, as directors of the company, on 27.07.2015 is in accordance with law or legally tenable? - HELD THAT:- As the Extra ordinary General Meeting purportedly held on 27.07.2015 is declared as void, all the decisions taken in such meeting is considered to be void ab initio. Therefore, the removal of petitioners and R12 to 19 from directorship and appointment of respondents R6 to R11 as directors, dated 27.07.2015 per se are non-operable, null and void. Application disposed off.
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