TMI Blog2016 (9) TMI 460X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Mishra, Piyush Prasad, Ms. Jomol Joy, and Himanshu Vij, Advs. For The Respondent : Suhail Dutt, Sr. Adv., Niraj Kumar, Achint Singh Gyani, Vikram Shah, Advs. Gopal Jain, Sr. Adv. and Ms. Kirti Awasthi, Adv. ORDER 1. On 26.05.2016 the instant petition was mentioned and keeping in view the contested facts it was considered necessary to seek reply of the respondents before considering the request for interim reliefs. Accordingly separate reply by Respondent Nos. 2 3 on the one hand and Respondent Nos. 4 10 on the other have been filed. 2. I have heard learned counsel for the parties at length. 3. Respondent No. l-company was incorporated on 6.6.2008 in pursuance of Master Joint Venture Agreement dated 16.5.2008 exec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs shall not exceed the maximum number fixed by the Article or affect the rights of both the group or either of them to equal representation and also their respective Interest. 6. Mr Chaudhary has vehemently argued that apart from many other acts of mismanagement and oppression two purported Board meetings held on 27.5.2015 and 5.9.2015 are fabricated and fake. According to learned counsel on 12.3.2015 there were four directors namely Mr. Shantanu Prakash - respondent No. 4 appointed on 6.6.2008; Mr. Harpreet Singh-Respondent No. 7 appointed on 23.9.2009; Ms Doris Chung Gim Lian appointed as additional director on 31.10.2014 and Ms. Kah Chuan Kenneth Ho appointed as Additional Director on 31.10.2014. The last two directors were the nomin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pproval for completing the necessary formalities required to be complied with by reporting to ROC. However on 2.6.2015 at 4.32 PM Mr. Ashish Mittel-respondent No. 10 sent an email that Mr. Harpreet Singh did not resign and status quo will be maintained till 31.07.2015. Then Mr. Manoj Jaosial sought clarification from Mr. Ashish Mittal and referred to the verbal instructions received from Mr. Harpreet Singh to complete the necessary formalities relating to his resignation from both the companies including Respondent No. 1-company. On 6.6.2015 Corporate Secretary Mr. Jasoria sent another letter to Board Members of the company apart from other and respondent No. 10 Mr. Mittal stating that the company has received a mail from Educom containing; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gave his clearance. According to Mr. Chaudhary the documents have been anti dated at the behest of Respondent No. 1 2 by showing the resignation of Mr. Harpreet Singh and nomination of Mr. Ashish Mittal as Additional Director on 27.5.2015. Form DIR 12 relating to appointment of Mr. Ashish Mittal-Respondent No. 10 as additional director has been signed by Ms. Doris petitioner's nominee director in good faith 9. Mr Chaudhary has then argued that meeting dated 30.9.2015 is another example of fabrication. A copy of the draft minutes of the purported Board meeting held on 5.9.2015 has been placed on record. (annexure P-18). Similar evidence in respect of Mr. Ashish Mittal has been reflected in the mail sent by Mr. Jasoria on 27.10.2015 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioners. 11. Be that as it may. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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