TMI Blog2020 (6) TMI 713X X X X Extracts X X X X X X X X Extracts X X X X ..... y like the Company in hand cannot be touched by the Tribunal unless a very extreme case of injustice or unfairness is brought to the notice of this tribunal with sufficient materials. In the absence of such material, that the EoGM to be held was on complying all the requirements to be meted out for proposing a resolution for the removal of P4, this is not a fit case to allow the interim relief asked for on the side of the petitioner. Application dismissed. - I.A. No. ../KB/2020 In C.P No. 1836/KB/2019 - - - Dated:- 11-6-2020 - Shri Jinan K.R. And Hon ble Member (Judicial) For the petitioner Mr Ratnanko Banerji, Ms Swapna Choubey, Ms Namrata Basu, For Respondent: Mr. Naresh Balodia, Mr. Abhrajit Mitra, Mr. Joy Saha, Ms. Nitu Poddar, ORDER Shri Jinan K.R., 1. This unnumbered application was filed for an early hearing of the application C.P. No. 1836/KB/2020 filed under section 241-242 alleging that the R2 to R7 have been managing the affairs of the R1 company, in a manner oppressive to the petitioners and prejudicial to the interest of the R1 Company and pressed for passing an interim relief so as to not to give effect any resolution proposed to be pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o them; that P1 got filed criminal case inter-alia against R6 and shareholder Constituted Attorney of R1 inter-alia in self same matter High Court, Calcutta stayed; So also P1 got a complaint made before RoC. P4 also misutilizing her position as the director of R1 also siphoned huge sums. Her attempt is to paralyze functioning of R1 by continuous disturbance, approaching banks, financial institutions, clients, business partners and suppliers of the R1 publishing wrong comments for R1 to them and therefore this is not a fit case to pass interim relief as against a resolution to be passed in accordance with the provisions of the Act, by giving advance notice to the P4. 5. Herd both sides. Perused the records. 6. The Ld.Sr.Counsel Mr Ratnanko Banerji, Submits that the EoGM is scheduled to be held on 29/06/2020, for the sole purpose of removing P-4, who is a nominee Director of P1 from the Board of Directors of R-1 Company. According to him R1 Company was admitted to undergo CIRP u/s. 7 of the I B Code . P-1 and R-2 had jointly acquired the R-1 Company through a joint Resolution Plan duly approved by the Adjudicating Authority. As per the terms of the said Resolution Plan da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rores by P1. He also said that removal of P4 by the shareholders in the EOGM, no way affect the P1 s representation in the Board of R1 because P1 already nominated P4 and R8 and R8 can very well represent P1 in the Board and can continue to have role in the management of R1 and that removal not at all affect P1 s shareholding. He said further that P-4 obtained a restraining order restraining R-3, R-4, R-5 and R-7 from entering into office u/s 144 Cr.PC; filed complaint u/s. 509 IPC in Ballygunge PS against R-3, R-4, R-5 and R-7; filed criminal case against R-6 and shareholder constituted attorney of R-1, which was stayed by Calcutta High Court. According to him she herself writes to the Board how she was being treated and requested the Board to take necessary steps. On receipt of the letter board meeting was called for and the meeting was held on 02/06/2020 and she was present in the said meeting. He would submit that similar contentions were taken in the IA No. 292/KB/2020 and it is pending in which status quo of directorship and shareholding is also prayed for but the bench declined the relief asked for. In the said circumstances this IA is liable to be dismissed. He argued. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y to the special notice has been served upon her. In view of the said circumstances the question is whether the effect of a resolution if any to be passed by the EoGM in a corporate democratic way, be stayed only for the reason of executing a consortium agreement for submission of the resolution plan resolving the stressed assets of the R1 while it was undergoing CIRP. The only one terms, in the resolution plan affecting the right and liabilities of P1 read over to me is that : United Trade FCZ (R2) and QVC Exports (P1), agree and declare that we being member of consortium will jointly and severally liable for the performance of terms of resolution plan . This term no way restricts the Board of R1 from excluding P4 a nominee director of the P1 from the management of the affairs of the R1 or including her in the management of the R1. R2 is admittedly holding a majority share in the R1 company. According to the Ld.Sr.Counsel for the petitioner the principal reasons for opposing the resolution is that P4 will be out of management of the affairs of R1 wherein R2 and P1 agreed to be in the joint management of the affairs of the R1. He said further that P1 being bound by the terms of re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt and it is why she had launched criminal prosecution. However, by going through the averments on both side and upon hearing on both sides the submissions on the side of the respondents seems to be more probable and more believable. Whose complaint is true cannot be determined from the available materials brought to my notice. So even in this difficult time due to the unprecedented and ongoing nature of the coronavirus outbreak, and consequential disruption of work due to lockdown, things seem very very uncertain. It is the time to take care of the life with contentment rather to fight each other for economic gain alone. Nothing brought out to prove prima facie that the respondents acting against the interest of R-1 Company and are trying to take away the bona fide rights of the petitioners as Directors/shareholders of the R-1 Company as alleged. The management of the affairs of the Company like the Company in hand cannot be touched by the Tribunal unless a very extreme case of injustice or unfairness is brought to the notice of this tribunal with sufficient materials. In the absence of such material, that the EoGM to be held was on complying all the requirements to be meted out f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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