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TMI Blog2017 (3) TMI 1810X X X X Extracts X X X X X X X X Extracts X X X X ..... y Law Tribunal, Principal Bench, New Delhi (hereinafter referred to as "Tribunal"), allowing the petition under Section 397, 398 and 402 of the Companies Act, 1956 as was preferred by the Respondent, Shri Hari Prakash Poddar and two others. 2. Allowing the Petition, the Tribunal observed and held as follows:- "Hence perforce we areforced to come to a conclusion that the acts of the respondents in excluding the petitioners from the affairs of the company had been deliberate and wilful and in the absence of notice of or any evidence produced before us to sustain the plea of the participation of the petitioners or for that matter the petitioners were put on notice we are constrained to declare the Board Meeting held on 2.11.2010 and 10.12.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appointing two executive directors were bad in law and the same are declared null and void. ii) That the meeting of the Board of Directors held on 10.12.2010 authorizing the second respondent to negotiate with prospective buyers of the immovable property of the company were bad in law and the same are declared null and void; iii) That the Extra-Ordinary General Meeting held on 17.03.2011 seeking the approval of the company under Section 293(l((a) to sell/dispose of the whole or part of the Company's undertaking situated at 66/67 Mile Stone, GT Road, Village Patti Kalyana, Samalkha, District Panipat, Haryna and the resolutions passed there at were bad in law and the same are declared null and void. As a necessary consequence the agre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... returns filed with ROC within a period of 8 weeks. viii) That the company shall serve notice of the Board upon the 1st and 2nd petitioners and General Meetings upon the petitioners by registered post subject to the petitioners defraying the cost; ix) The other prayers made by the petitioners are declined. CP no.34 of2011 and all connection applications, if any are disposed of accordingly. The petitioners shall have their cost realized from Respondents 2 and 3 which we determine at Rs. 20,000/-" 3. The appellant was the fourth respondent in the Company Petition. There were no specific allegations against the appellant as he is not a shareholder of the company ws Shree Shree Radha Swamy Plastics Ltd. However, it was imple ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in accordance with law. As a consequence the Tribunal held that the agreement to sell the land in favour of appellant/fourth respondent is non-est in the eyes of law. However, without prejudice to the rights of the third party, the appellant/fourth respondent has been allowed to seek appropriate remedy before the Civil Court of competent jurisdiction as may legally available to it. 6. Learned Counsel appearing on behalf of the appellant submitted that the appellant has no grievance with regard to the declaration given in regard to the 'Boards' Meeting' and 'Extra-Ordinary General Meeting' but the Tribunal was required to safeguard the rights and interest of the third party i.e. the appellant/fourth respondent, in so far ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 111. The doctrine of indoor management is in direct contrast to the doctrine or rule of constructive notice, which is essentially a presumption operating in favour of the company against the outsider. It prevents the outsider from alleging that he did not know that the constitution of the company rendered a particular act or a particular delegation of authority ultra vires. The doctrine of indoor management is an exception to the rule of constructive notice. It imposes an important limitation on the doctrine of constructive notice. According to this doctrine, persons dealing with the company are entitled to presume that internal requirements prescribed in the memorandum and articles have been properly observed. Therefore, doctrine of indoor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r or members, but that otherwise the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up, The Tribunal may, with a view to bringing to an end the matters complained of, make such order as it thinks fit. (2) Without prejudice to the generality of the powers under sub-section (1), an order under that sub-section may provide for (a) xxxx (D the termination, setting aside or modification of any agreement between the company and any person other than those referred to in clause (e). 9. In view power vested under sub-section (2) of Section 242 of the Companies Act, 2013, it is open to the Tribunal to decide as to what relief to be granted, if it gives ..... X X X X Extracts X X X X X X X X Extracts X X X X
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