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2016 (9) TMI 460 - NATIONAL COMPANY LAW TRIBUNAL NEW DELHI

2016 (9) TMI 460 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI - TMI - Oppression/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 co .....

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spondent 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 .....

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e 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 Sha .....

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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 part .....

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pany which they later reneged. 4. It is the allegations of the petitioner that Respondent Nos. 2 & 9 have been conducting the affairs of the company in a manner which are oppressive and detrimental to the interest of the Petitioner as well as Respondent No. 1-company. There is colossal mismanagement committed by the respondents in conspiracy with their agents. The principal issue raised is that there is no functional Board of Directors after October 2015 till date as only one director namely .....

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out that under Article 98 the Board is empowered to appoint any person as a director as an addition to the Board, but the total number of directors 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 a .....

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er Mr. Harpreet Singh resigned on 27.5.2015 and to replace him Mr. Ashish Mittal-Respondent No. 10 was appointed on the Board of Directors as nominee of Respondent Nos. 2 & 3 as Additional Directors. However as on date Respondent No. 4 is the only director on the Board of Respondent No. 1-company because appointment of Ms. Dons Chung Gim Lian Ms. Kah Chuan Kenneth Ho and Mr. Ashish Mittal as Additional directors on the Board has not been formally confirmed in the AGM of Respondent No. l-comp .....

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essed to several people within the Raffles-Educom Organization stating that it was his last day of working with Educomp and on 2.6.2015 Mr. Manoj Jasoria, the Corporate Secretary addressed an email to directors of the company and respondent No. 10 Mr. Ashish Mittal intimating them that Mr. Harpreet Singh director of the company has tendered his resignation as director of the company. He asked for approval for completing the necessary formalities required to be complied with by reporting to ROC. .....

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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; (1) signed resignation letter of Mr. Harpreet Singh who has resigned as director from respondent No. l company w.e.f. 27.5.2015;(2) signed consent letter from Mr. Ashish Mittal as replacement of Mr. Harpreet Singh on Respondent No. l company. It was then requested to the Board to take note of the same and accord approval for completing necessary .....

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s which was sent to Mr. Jasoira with a copy to Mr. Ashish Mittal-Respondent No. 10 which is in the same terms as the email dated 5.6.2015 (annexure P. 16). The meeting of Board is purported to have held on 27.5.2015 where the resignation of Mr. Harpreet Singh is shown to have been accepted and Mr, Ashish Mittal appears to have been appointed as Additional Director (Annexure P-17). 8. According to Mr. Chaudhary, it is thus clear that the resignation of Mr. Harpreet Singh and consequential replace .....

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n 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. The bogey of the meeting held 05.09.2016 has also been raised by arguing that these are fabricated .....

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iled a complaint against her. 10. Mr. Suhail Dutt learned senior counsel for Respondent Nos. 2 & 3 and Mr. Gopal Jain learned counsel for respondent Nos. 4 & 10 have vehemently argued that the affairs of the company are conducted by the petitioner and the instant petition is not maintainable as no allegation of oppression/mismanagement could be raised against respondents. According to learned counsel petitioners and their nominee are engaged in fabrication and fudging the records. In tha .....

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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 ag .....

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