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2016 (11) TMI 166 - NATIONAL COMPANY LAW TRIBUNAL KOLKATA

2016 (11) TMI 166 - NATIONAL COMPANY LAW TRIBUNAL, KOLKATA - TMI - Valadity of resolution passed in EGM - violation of direction of the then Company Law Board - Held that:- There were specific directions of the Company Law Board for maintaining the status quo of the share capital of the respondent No. 1 company and constitution of Board of Directors of the Company. But in violation of that a notice for Extraordinary General Meeting was given and Extraordinary General Meeting has been purportedly .....

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ated 21-9-2015 also deserve to be declared as null and void. Consequently, the names of Mr. Manoj Kumar Chaudhury as Managing Director, Niranjan Kumar Maurya as Director and Mr. Rajesh Kumar Rajan as Director of the Respondent No. 1 company should be deleted from the MCA portal and the names of the respondent Nos. 2, 3, 4 and 5 as the Directors of Respondent No. 1 Company deserves to be restored in the MCA Portal. - C.A.No. 190/2016 in C.P.No. 145 of 2013 - Dated:- 16-8-2016 - Shri V.P. Singh an .....

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on, being C.A. No. 190/2016, with a prayer that the Extraordinary General Meeting and Board Resolutions passed in the purported meeting said to have been held on 21-09-2015 be declared as null and void. Further the applicants prayed that name of Mr. Manoj Kumar Chaudhury as a Managing Director, Mr. Niranjan Kumar Maurya, Director and Mr. Rajesh Kumar Ranjan, Director be deleted from the list of the MCA Portal and direction be issued to the Registrar of Companies for deleting their names. The app .....

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last Annual Return filed by the respondent No. 2 have a total number of valid 119 shareholders and the petitioners comprised a total number of 20 shareholders having 58,069 fully paid up shares out of 1,00,000 numbers of valid authorised, issued and subscribed shares of ₹ 100/- each. As per the averments made by the petitioners the valid authorised share capital of the respondent No. 1 company is ₹ 1 crore, divided into 1,00,000 equity shares of ₹ 100/- each and the valid issu .....

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rce till date. The petitioners alleged that inspite of interim order of the CLB, respondent No. 2 had received the purported notice dated 4th September, 2015 on 7th September, 2015 for calling of an Extraordinary General Meeting of the Company on 21st September, 2015 from persons claiming to be shareholders of the Company. In December, 2015 the respondent Nos. 2, 3, 4 and 5 came to know that their names has been removed as directors by the respondent No. 1 and three outsiders, namely, Mr. Manoj .....

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tain the status quo as regards the constitution of Board of Directors of the Company and is still subsisting. The applicants state that the people who have signed the notice are not authorised to call the Extraordinary General Meeting of the Company as they are neither the shareholders nor the Directors of the Company. Proper notice as is required under rules of the Companies Act, 1956 have not been complied with, as proper notice of the agenda and explanatory statement has not been received by .....

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ave been removed in view of the order of the then the CLB. The petitioner has prayed that unless the orders are set aside the applicants and all the shareholders, creditors, financial institutions and employees shall be gravely prejudiced. The balance of convenience and the prima facie case are in their favour and it was further submitted that the petitioners would not suffer any prejudice as recognizable in law, equity and good conscience, if orders are passed as prayed for herein. The petition .....

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ion of the orders of the then Hon'ble Company Law Board passed on 11-7-2013. The petitioner has also alleged that during the pendency of the application the Board of Directors be restrained from holding any Board Meeting and any resolution passed by newly constituted Board need not be given effect to. As per petitioner's averment he has no reason to oppose the instant Company Application under reply since in sum and substance the stand of the petitioner with respect to constitution of ne .....

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