9911796707
TMI Blog2020 (6) TMI 691X X X X Extracts X X X X X X X X Extracts X X X X ..... nch apart from other reliefs. 2. The Appellant has filed the Petition under section 241-242 of the Companies Act, 2013 seeking action against the acts of "Oppression and Mismanagement" by the only other shareholder and Director of the Respondent No. 1 Company i.e. Sri N.V.S. Anandhan Respondent No. 2, who is the husband of the Appellant and they are living separately. 3. As per the submission made by the Appellant, the NCLT, Chennai Bench has relied on the orders of Madurai Bench of Hon'ble Madras High Court in the W.P and Civil Suit (O.S.258/2018) filed by the Respondent No. 2 against Respondent No. 3 and other alleged purchasers and has imposed a costs of Rs. 5 Lakhs on the Appellant. 4. It was also submitted that the two causes of action overlap to a considerable extent cannot deprive the Appellant of her right to move the NCLT where certain acts of shareholders have resulted, even if 'unwittingly' in causing prejudice to the Company & Members. 5. The Respondent No. 1 Company was owning approx. 16.64 acres of land and the object of the Company was to carry on the business of running Amusement Parks/Water Theme Parks etc. In 2011 Respondent No. 2 as the Managing D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s empowered the 1st Respondent to execute the Power of Attorney dated 30-10-2014 the Appellant has not chosen to send her rejoinder through her Advocate and the Appellant has not denied her participation in the Board Meeting held on 4-9-2014. Now she is raising the issue of Sham Board Resolution and Agenda of the Meeting completely different. The Respondent No. 3 has also submitted that they have total remitted a Rs. 8.25 crore to the Respondent No. 1 Company through bank and Respondent No. 3 is empowered to sale the land as per the Power of the Attorney. The Writ Petition filed by the1st Respondent Company in the Madurai Bench of Hon'ble Madras High Court has already dismissed on 27-9-2017 by holding that all the sale deeds executed by the Respondent No. 3 as Power Agent of the 1st Respondent Company are legally valid and binding on the 1st Respondent including the Directors- the Appellant and the 2nd Respondent. 10. It has also been pointed out by the Respondent that the 2nd Respondent the Managing Director of the 1st Respondent Company has filed a false and frivolous suit in O.S No. 258/2018 in the Court of Additional District Judge, Thruthirapalli to set aside the sale dee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company's bankers in the ordinary course of business: Provided that the acceptance by a banking company, in the ordinary course of its business, of deposits of money from the public, repayable on demand or otherwise, and withdrawable by cheque, draft, order or otherwise, shall not be deemed to be a borrowing of monies by the banking company within the meaning of this clause. Explanation.-For the purposes of this clause, the expression "temporary loans" means loans repayable on demand or within six months from the date of the loan such as short-term, cash credit arrangements, the discounting of bills and the issue of other short-term loans of a seasonal character, but does not include loans raised for the purpose of financial expenditure of a capital nature; (d) to remit, or give time for the repayment of, any debt due from a director. (2) Every special resolution passed by the company in general meeting in relation to the exercise of the powers refe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y apply to the Tribunal, provided such member has a right to apply under section 244, for an order under this Chapter. (2) The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter. 242. Powers of Tribunal.-(1) If, on any application made under section 241, the Tribunal is of the opinion- (a) that the company 's affairs have been or are being conducted in a manner prejudicial or oppressive to any member or members or prejudicial to public interest or in a manner prejudicial to the interests of the company; and (b) that to wind up the company would unfairly prejudice such member 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) the regulation of conduct of aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , on the application of any party to the proceeding, make any interim order which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appear to it to be just and equitable. (5) Where an order of the Tribunal under sub-section (1) makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision of this Act, the company shall not have power, except to the extent, if any, permitted in the order, to make, without the leave of the Tribunal, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles. (6) Subject to the provisions of sub-section (1), the alterations made by the order in the memorandum or articles of a company shall, in all respects, have the same effect as if they had been duly made by the company in accordance with the provisions of this Act and the said provisions shall apply accordingly to the memorandum or articles so altered. (7) A certified copy of every order altering, or giving leave to alter, a company's memorandum or articles, shall within thirty days after the making thereof, be filed by the company with the Re ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
