TMI Blog2017 (7) TMI 1296X X X X Extracts X X X X X X X X Extracts X X X X ..... inly having the property of 5000 sq. yards at 13 leather complex, Jalandhar, Punjab, which has been given on lease to M/s M.A.Traders for a lease amount of ₹ 1,00,000/- per month. The said lease which expired on 13.04.2013 was further renewed for a period of 5 years, however there is no record and reference of any board's resolution authorising to execute lease agreement by the respondents. It can also not be denied that on the date of expiry of the lease agreement - the appellant was not appointed -as the director of the company. Further, it is also not in dispute that the appellant has been removed from the directorship of the respondent no. 1 company illegally because as per section 101 of the companies act 2013, a general meeting of the company can be called by giving not less than a clear 21 days' notice in writing or through electronic mode in such manner as may be prescribed and section 100 of the Act relates to calling of the EOGM of the company, for which decision has to be taken by the board of directors, here both the statutory requirements have not been complied with. The business of the company is practically not there, also the removal of the appel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5 and 2015-16, which shows that the remunerations are being paid to R-2 and R-3. From the said statements, it is quite clear that R-3 shown as Chairman and whole time Director receives Rs,2, 10,000/- per annum as remuneration, whereas R2 whole time Director receives ₹ 1,50,000/- per annum. The petitioner has categorically stated that no dividends of the Company are being paid for the past many years and this fact is also reflected in these financial statements. The respondents have not even contradicted the aforesaid allegation that the dividends have not been paid to the petitioner since the time of his induction as Director. The petitioner also wanted to say that nothing was even paid to his mother. who was a shareholder during her life time, but mother of the petitioner never raised any such issue before any forum. This aspect would however give rise to a cause as to how the affairs of the Company are being managed just to ignore the interest of the petitioner. who has maximum shareholding in the Company out off our shareholders. 40.Looking into the aforesaid aspects, it is quite clear that functioning of the respondent No. 1 Company is in a total mess because of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their nominees within two weeks therefrom; v)In case the respondents decline to purchase the shares of petitioner or fail to pay the amount within the period of three months from receipt of the final report of Valuer, the petitioner shall have the right to purchase the same from the respondents No.2 and 3. The procedure and time line as indicated as per the direction at (iv) shall be followed even in that case; vi)The remunerations of the Valuer shall be negotiated and paid by the Company in three equal Instalments. The first instalment shall be paid to the Valuer within one week of receipt of certified copy of this order and second instalment on submission of the valuation report within the stipulated period and the third and final Instalment shall be payable to the Valuer on submission of the final report together with the objections and supplementary report; vii) We further direct that with effect from the date of passing of this judgment, the respondents shall not draw the remunerations for future till the exit is provided to the petitioner and the amount of remuneration shallform part of the income of the Company till the exit is finalised, which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders. Also, the appellant challenged the renewal of the lease deed by R2 R3 and his removal from the directorship of RI company. 8. The appellant had also separately filed a civil suit, bearing case no. 1482/2015 before id. Court of Sh. Simran Singh, PCS, Civil Judge, Jalandhar on 06.07.2015 seeking the declaration that his removal from the directorship as null and void. 9. It is the case of the appellant that the tribunal despite its finding that there is oppression and mis-management against the appellant with minority holding in the respondent no. 1 company instead 'of reinstating the appellant as director has directed the removal and exit of the appellant from the respondent no. 1 company. 10.That the only income of the respondent no 1. company is the rental income received from the lease property. It is contended by the appellant that when R-2 and R-3 are not handling the day-today affairs of the respondent no. 1 company, how can they be entitled to receive the said remuneration which is reflected in the financial statements when no such remuneration is being received by the appellant. Moreover, no dividend was paid to the shareholders. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sion of the meeting as illegal and therefore the removal of the appellant by the respondents in the EOGM dated 7.05.20 15 is null and void. 15. In the light of the above observations made, we are of the view that the business of the company is practically not there, also the removal of the appellant from directorship of the R1 company is illegal and the remuneration drawn by the respondents when the company is not functional in itself may amount to siphoning of funds and an act of oppression against the minority shareholders. It is also noted that the law cannot be used as a weapon to remove the minority shareholder from the company when there is an act of oppression against the minority shareholders. Otherwise, it would become easy for a majority shareholder to commit an act of oppression against the minority shareholder and then get him removed from the company by giving him his value of share which has already been reduced due to the act of oppression and mismanagement. Further,. the law cannot be applied in a manner that it incentivise the oppressor by providing him the benefit of purchasing the minority shareholding which has already been reduced due to his act of op ..... X X X X Extracts X X X X X X X X Extracts X X X X
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