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MR. RUPAK GUPTA AND ANR. Versus M/s. U.P. HOTELS LIMITED AND ORS.

2016 (7) TMI 785 - COMPANY LAW BOARD NEW DELHI

Holding a Board meeting and passing resolutions by preventing the applicant and his mother participate in the Board - video conferencing not provided - Held that:- As gone through the entire rules 3, as understood that this rule is meant for providing video conferencing, indeed it is the duty of the directors convening the Board meeting to inform the other directors regarding the options available to them to participate in the video conferencing mode or other audio video mode or other options av .....

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deo conference is not to be provided in that calendar year, therefore, it does not mean that the directors are not entitled for video conferencing if intimation is not given at the beginning of the calendar year. It is needless to say when a provision is read, it has to be read wholly and not in pieces, therefore, no merit in the argument of the respondents counsel saying that video conferencing is not provided because no intimation is given at the beginning of the calendar year. - It is no .....

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eby stay the operation of the resolutions passed in the Board meeting held on 4-6-2016 and also to withhold passing resolutions in respect to Item 2 and Item 3 of the Board meeting scheduled to be held at 3 p.m. on 22-6-2016 until further orders in this CP. - CA 8/C-II/2016 IN CP 37(ND) 2015 - Dated:- 22-6-2016 - B.S.V. PRAKASH KUMAR, MEMBER (JUDICIAL) FOR THE PETITIONER : SHRI SANDEEP SETHI, SENIOR ADVOCATE, MR. MANU KRISHNAN AND MR. YAJUR MITTAL, ADVOCATES FOR THE RESPONDENT : SHRI H.L. TIKU, .....

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dditional independent Director in the absence of the applicant and his mother who have been continuing as directors on the Board. 3. The counsel states, the applicant is, in fact, one of the joint managing directors and one Ravindra Chaddha is an independent director on the Board, He further submits, that the applicant, on 28-5-2016, received a notice R2(e) proposing a Board meeting to be held on 4-6-2016 to select a Company Secretary and to deal with any other matter with the permission of the .....

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sition of Company Secretary in addition to the two names already recommended by R2(e). But two days later, the applicant was surprised to receive another notice on 30-5-2016 rescheduling the Board meeting back to 4-6-2016 with an excuse that the candidates applied for the post of Company Secretary would not be available to the interview on 1-6-2016. The applicant having felt the importance of taking Company Secretary in the company, he again requested R2(e) to arrange atleast Video Conferencing .....

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ion of the applicant and his mother in the meeting dated 4-6-2016, the applicant sent his staff to the place of Board meeting to arrange video conferencing through Skype. But whereas R2(e) having determined not to allow the applicant and his mother participate in the Board meeting, disconnected Skype facility arranged by the staff of the applicant. When R2(e) started to proceed with holding Board meeting, the independent director Ravindra Chaddha raised objection to pass resolutions for selectio .....

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ith the permission of the Chair. 4. The counsel further says that R2(e) has gone ahead to convene another Board meeting on 22-6-2016 for confirmation of the minutes of the meeting held on 4-6-2016; for appointment of B.K. Gupta as non-executive independent Chairman of the company; for appointment of another independent director of the company; for formation of Audit Committee, Nomination and Remuneration Committee and other Committees and for appointment of Chairman of such committees; for statu .....

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ly held on 4-6-2016 as Chairman of the company for having the applicant felt selection of Secretary, appointment of B.K. Gupta as independent director and confirmation of the same being prejudicial to the rights of the applicant and his mother, moved this application for interim orders restraining the respondents not to hold Board meeting on 22-6-2016 and also for stay of the operation of the resolutions passed in the meeting dated 4-6-2016. 5. When this Bench has asked the counsel of R2(e) as t .....

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year, if at all the applicant and his mother are permitted to participate through electronic mode without intimation at the beginning of the year, it would be in violation of sub-rule (e) of rule 3, henceforth though R2(e) communicated to the applicant that they would be provided video conferencing, he could not do the same because such video conferencing would be repugnant to sub-rule 3(e) of rule 3. 6. He also submits that on 20th March, 2013 Ld. Additional Civii Judge (Senior Division) Luckno .....

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f R2(e), but whereas, when one of the directors from the group of respondent 2(e) passed away, the equation in the Board changed, ever since this applicant trying to take the advantage the situation. By which, the respondents who are in the management could not even make statutory compliances because of the non-cooperation from the applicant side. To get over this situation and to see the statutory compliance made, R2(e) was forced to see an independent director come on the Board so as to smooth .....

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hearing the submissions of either side, it appears to me that R2(e), on 30-5-2016 assured the applicant and his mother that he would provide video conferencing facility to participate in the Board meeting to be held on 4-6-2016. With that assurance, the applicant and his mother left overseas on 1-6-2016, hut whereas, soon after they left overseas on 3-6-2016, R2(e) sent another email stating that he could not provide video conferencing as against sub rule 3(e) of rule 3 of the Companies (meeting .....

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nt is hit by doctrine of estoppel. 9. As to rules mentioned by the respondents side, when I have gone through the entire rules 3, 1 understand that this rule is meant for providing video conferencing, indeed it is the duty of the directors convening the Board meeting to inform the other directors regarding the options available to them to participate in the video conferencing mode or other audio video mode or other options available to them to participate through video conferencing or other audi .....

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