TMI Blog2020 (9) TMI 602X X X X Extracts X X X X X X X X Extracts X X X X ..... of nominee director with majority - also, 8 th Respondent is also nominee director of 1st appellant in 1st respondent company. We find no illegality in this process. There are no merits to interfere in the impugned order - appeal dismissed. - COMPANY APPEAL (AT) NO.92/2020 COMPANY APPEAL (AT) NO.93/2020 - - - Dated:- 14-9-2020 - (Justice Jarat Kumar Jain) Member (Judicial) , (Mr Balvinder Singh) Member (Technical) And (Dr. Ashok Kumar Mishra) Member (Technical) Ms Namrata Basu, Mr Abhijeet Sinha, Mr Aditya Shukla and Mr. Vishnu Chowdhury, Advocates for appellant Mr. Abhrajit Mitra, Sr. Advocate for R1,3,4,5,7. Mr Joy Saha, Sr. Advocate for R2. Mr. Naresh Balodia, Advocate for R6. Mr Nipun Katyal, Advocate for R9 Ms Urmila Chakraborty, Advocate for R8 JUDGEMENT Mr. Balvinder Singh, Member (Technical) The appellants have filed these two appeal (Company Appeal (AT) No.92 and 93 of 2020) under Section 421 of the Companies Act, 2013 against the impugned order dated 11th June, 2020 passed by the National Company Law Tribunal, Kolkata Bench, Kolkata in an unnumbered urgent Application being IA No. Nil of 2020 in CP No.1836/KB/2019. The brief fac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orders be passed as this Hon ble Tribunal may deem fit and proper. Arguments advanced were heard by the NCLT, Kolkatta and after hearing the parties, the Tribunal held that I am of the opinion that this is not a fit case to allow the interim relief asked for on the side of the petitioner. Accordingly, the application requires no consideration. It is liable to be dismissed. In the result, IA No. /KB/2020 in CP No.1836/KB/2019 is dismissed. No order as to cost. Being aggrieved by the said impugned order dated 11th June, 2020 the appellants (original 1st to 3rd Petitioners) have filed Company Appeal (AT) No.92 of 2020 and the appellant (original 4th Petitioner) have filed Company Appeal (AT) No.93/2020 seeking the relief amongst others that the impugned order dated 11.6.2020 passed in IA of 2020 in CP No.1836/KB/2019 be set aside and also stay the operation of the impugned order till the disposal of the instant appeal. Appellant stated that 1st appellant and 2nd respondent jointly entered into a Consortium Agreement and agreed to form a partnership to submit a Resolution Plan to take over 1st respondent. Resolution plan submitted was approved by the COC and thereafter rati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Respondent stated that it invested ₹ 111.60 crores in 1st Respondent company and 1st appellant invest ₹ 3.40 crores. 2nd respondent stated that out of invest of ₹ 3.40 crores, 1st appellant embezzled ₹ 2.51 crores from 1st Respondent for which 1st respondent filed Money suit 35/2019 which is pending. 2nd respondent stated in fact 1st appellant have practically no stakes in 1st respondent. 2nd respondent stated 1st appellant took USD 47.00 lakhs from 2nd respondent out of which USD 22.50 lakhs has been refunded and USD 24.50 (₹ 18,42,40,000/-) is still pending and/or due to be paid for which CIRP process of 1st appellant is in final stage of hearing. 2nd respondent stated that 1st appellant has claimed that such sum was received for purchasing shares of 1st respondent. Thus even ₹ 3.40 crores paid by 1st appellant for purchasing shares of 1st respondent is from the money of 2nd respondent and that the entire shares of 1st respondent which have been purchased by 1st appellant should have been actually purchased in the name of 2nd respondent only, but instead thereof the said 1st appellant has wrongfully purchased shares of 1st respondent in i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... portunity to execute and implements the Approved Resolution Plan dated 10th August, 2018 in absence of any representation in the Board. Reply on behalf of 2nd Respondent has been filed. 2nd Respondent stated that it invested ₹ 111.60 crores in 1st Respondent company and 1st appellant invest ₹ 3.40 crores. 2nd respondent stated that out of invest of ₹ 3.40 crores, 1st appellant embezzled ₹ 2.51 crores from 1st Respondent for which 1st respondent filed Money suit 35/2019 which is pending. 2nd respondent stated in fact 1st appellant have practically no stakes in 1st respondent. 2nd respondent stated 1st appellant took USD 47.00 lakhs from 2nd respondent out of which USD 22.50 lakhs has been refunded and USD 24.50 (₹ 18,42,40,000/-) is still pending and/or due to be paid for which CIRP process of 1st appellant is in final stage of hearing. 2nd respondent stated that 1st appellant has claimed that such sum was received for purchasing shares of 1st respondent. Thus even ₹ 3.40 crores paid by 1st appellant for purchasing shares of 1st respondent is from the money of 2nd respondent and that the entire shares of 1st respondent which have been pur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to leave the Directors chamber and sit next to the toilet or reception, police was brought in to remove the nominee director and forced her to shift outside the chamber. Learned counsel for the Appellant argued notice was issued to hold meeting on 8.2.2020 but no agenda was circulated; meeting was held and the resolution was passed to remove the nominee director from directorship thereby ousting the joint resolution applicant and one of the partners of the consortium. Learned counsel for the Appellant argued that another notice dated 26.5.2020 was issued to hold meeting on 2.6.2020 to remove the nominee of the applicant as the director; this time the same was accompanied by a requisition under Section 169 by 2nd Respondent. Learned counsel for the Appellant argued as 8th Respondent is not taking part in the affairs of the company and has intimated the same to the Board vide an email dated 13.2.2020 so no other nominee of appellant is remaining on the board. Learned counsel for the Appellant argued that in the Meeting dated 2.6.2020 it was resolved to remove the nominee of the appellant in an EOGM to be held on 29.6.2020 without giving a fair opportunity to give her representation. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inancing partner and 1st appellant would be the operative partner with responsibility of management of 1st respondent for its revival. Learned counsel argued that no such agreement is there and frivolous claim and no document produced for the same. Learned counsel for the 2nd respondent argued that they have the majority shareholding in the 1st respondent. Learned counsel for the 2nd Respondent argued that not a single allegation has made by the appellant with regard to any irregularity or illegalities in the process by which EGM was held on 7.7.2020 and the resolution to remove 9th respondent and appellant in Company Appeal (AT) No.93/2020 was passed. Learned counsel argued that the Resolution Plan has been fully implemented and all the nominee directors of 2nd respondents are Indian and situated within the jurisdiction of Adjudicating Authority. Learned counsel argued that the continuous presence of Neha Singh Chauhan in the Board of Directors of 1st respondent is totally counterproductive to the interest and functioning of 1st Respondent as she has levelled vague allegations against the directors of the company and filed false complaints before the various local authorities. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Appellant for interim order, which is essential to be noticed and taken up, the Appellant will bring the same to the notice of the National Company Law Tribunal, Kolkata Bench, Kolkata who will pass an appropriate order on such interim application on an early date, preferably by 27th November, 2019 for protecting Shareholder, i.e. the date next fixed in the Company Petition. Appellant preferred an unnumbered IA for urgent hearing seeking interim relief. The said IA was heard and was disposed off rejecting the interim relief. Being aggrieved by that order dated 11.6.2020 the appellants (original petitioners) have preferred two separate appeals. We note that the Company Petition was filed by the original petitioners and the unnumbered IA was also filed by the original petitioners jointly, we wonder why the original petitioner No.4 has filed separate appeal when the relief sought is similar. The petition was filed by the original petitioners under Section 241, 242 and 244 under the Companies Act, 2013 and the petition has not been decided as yet. Therefore, we will not give our observation/conclusion with regard to the Company Petition and the same will be decided by the NCLT ..... X X X X Extracts X X X X X X X X Extracts X X X X
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