TMI Blog2020 (8) TMI 647X X X X Extracts X X X X X X X X Extracts X X X X ..... Board, the specific agenda with statement in accordance with section 102 of Companies Act, 2013 to consider the proposal to sell the property based on Auction through the newspaper and online modes be placed before Extra Ordinary General Meeting. An Independent Administrator be appointed by the NCLT in order to have a proper voting by poll and not by show of hands and all material facts in relation to sale of the property be placed in the Extra Ordinary General Meeting and all the deliberations are properly recorded. Based on the decision of Extra Ordinary General meeting the sale of property of the Company, if approved, be acted upon. The requirement of the Appellant herein to be the joint signatory to an agreement to sell or to a sale de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e disposing of both the appeals as above through a common order. 2. The Appellants had filed the Company Petition bearing number C.P. No. 82 of 2015 before the NCLT U/s 397, 398 read with 402 and section 59 of the Companies Act, 2013 challenging the validity of the resolution passed in the purported Board Meeting dated 06.06.2014, the Extra-Ordinary- General Meeting on 30.06.2014 and the Annual General Meeting dated 08.08.2015 whereby the Board declared the allotment of 2000 shares of 2nd Respondent to Respondent 6 to 15 by splitting the shares belonging to Respondent no.2 and authorized Respondent No. 2 to sell the property of 1st Respondent Company and appointed Respondents 6 7 as directors of the company. The purpose of these action ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e forged by the respondents. It is submitted that only the transfer of 2000 shares of Respondent no.2 in favor of Respondent No.6- 15 has enabled the quorum to conduct the meeting on 12.11.2015. It is submitted that filings made with the Registrar of Companies since August 2014 have been made by Respondent No.2 without any authorization from Board or shareholders of the company and that respondents are forging documents with a view to grab and usurp the properties of the company for his personal gain. Appellant submits that they had filed a complaint before ROC against Respondent No.2 and ROC marked complaint as management dispute. 5. The Appellant submits that further on 21.10.2015 he received notice calling for an EGM to be held on 12. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that voting pattern in the General Meeting of the Company is based upon the shares held by the members and not by counting the number of members. 9. The Respondent further submits that the notice of the EGM was duly served upon the Appellants on 29.05.2014, where the Appellant No.1 signed the acknowledgement receipt of the notice on its behalf and on behalf of the Appellant No.2 who is the wife of the Appellant No.1. and in spite of the acknowledgment of the notice for the Extra Ordinary General Meeting dated 30.06.2014, none of the Appellants attended the same and the shareholders present in the said meeting unanimously approved the sale of the assets of the company for day to day expenses of the company. 10. Respondent no.2 submits ..... X X X X Extracts X X X X X X X X Extracts X X X X
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