TMI Blog2015 (5) TMI 522X X X X Extracts X X X X X X X X Extracts X X X X ..... in transparent in financial transactions, the Board was driven to take a decision to issue notice for termination of the petitioner as MD of the company giving 90 days time. In the backdrop of this factual scenario, in the interest of the company, the petitioner will have to abide by the decision taken by the Board. He cannot take a cover of generalised provisions earmarked as rights of promoters to say that he is not bound by the employment agreement dated 27.3.2014. Since he himself agreed to get terminated by the company on notice with 90 days time, he is now estopped to say that he is not bound by the agreement he entered into.For the reasons mentioned above, this Bench observes that Board has not violated any of the provisions of Articles of Association or the Agreements entered in between the petitioner and the company in issuing Notice of Termination. Matter of Perjury - I believe that the deponent did not make any false statement causing other side or court believe such statement assumed as false statement to give false evidence, unless such antedating is material alteration to the facts in issue. An affidavit with incorrect date at the most could be considered as car ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ardwaj, MD of the company, as allegedly resolved in the Board meeting held on 23.12.2014, after which, the petitioner was physically prevented from entering into Rl company premises. In contravention of the orders of this Bench dated 24.12.2014, the respondents have now served notice of termination on 22.1.2015, granting 90 days time to remedy the Non-Performance and Cause by withdrawing the financial, executive and signing powers of the petitioner vide the said Notice of Termination. 3. Apart from this, the applicant submits that the respondents have transferred the financial and executive powers vest with him to the said Sub-Committee in a blatant contravention of Articles on the ground of non-performance, and of being indulged in related party transactions and on being alleged intimidation and harassment to an employee of Rl Company. 4. The petitioner further submits that the termination notice is hit by the definition for Cause , Incapacitation and Non Performance because Article 8.3 talks of termination of the employment on Incapacitation, Non-Performance in the light of definitions mentioned in the Articles. The petitioner further submits that an action could be ta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... even close to the targets mentioned in the Employment Agreement. That apart, he started behaving high-handedly with the staff of the company and there is a grave allegation that he is indulging in related party transactions, therefore, on the grounds mentioned in the Termination Notice, the Board issued this notice to him to respond to the same within 90 days as mentioned in the Employment Agreement. It is not that one or two persons of the Board taken this decision, the Board has unanimously taken this decision, except the petitioner. This decision has been taken in the interest of the company, therefore, the petitioner cannot say now that issuing Termination Notice to him is bad under the provisions of terms and conditions entered between the petitioner and the company. It is a special agreement in between the petitioner and the company in relation to the post of Managing Director of the company. He could not now say that there are some generalised provisions in the Articles of Association protecting the promoters of the company. The Articles of Association came into existence in the year 2006, whereas the petitioner of late entered into the agreement with the company on 28.3.201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10. When the petitioner consecutively failed to meet the assurances he had given from time to time, the Board unanimously has come to a conclusion that the petitioner failed to achieve and fulfil the objectives, milestones, targets and roles approved by the Board of Directors and agreed by the petitioner. Since the Board felt that he was indulged in related party transactions and failed to remain transparent in financial transactions, the Board was driven to take a decision to issue notice for termination of the petitioner as MD of the company giving 90 days time. 11. In the backdrop of this factual scenario, in the interest of the company, the petitioner will have to abide by the decision taken by the Board. He cannot take a cover of generalised provisions earmarked as rights of promoters to say that he is not bound by the employment agreement dated 27.3.2014. Since he himself agreed to get terminated by the company on notice with 90 days time, he is now estopped to say that he is not bound by the agreement he entered into. 12. For the reasons mentioned above, this Bench observes that Board has not violated any of the provisions of Articles of Association or the Agreemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... correct date in the Affidavit will not amount to perjury as laid under section 191 of IPC; therefore, this application is liable to be dismissed. 15. On hearing the submissions of either side. I believe that the deponent did not make any false statement causing other side or court believe such statement assumed as false statement to give false evidence, unless such antedating is material alteration to the facts in issue. An affidavit with incorrect date at the most could be considered as carelessness or mistake unknowingly crept, therefore this cannot be stretched to an extent to say it perjury. 16. Whenever section 191 of IPC is invoked, there shall be a statement and such statement shall be in relation to the subject in the allegation made. It should be known to the maker as false, despite knowing it untrue, if he makes it to give false evidence, then only section 191 of IPC will come into operation. 17. Here in the present case, mentioning ante-date or incorrect date is no way related to the subject in the case, no false statement is made to give false evidence against rival party, or to make this court to believe something that is not true therefore there is no merit i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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