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TMI Blog2021 (2) TMI 122X X X X Extracts X X X X X X X X Extracts X X X X ..... s been asked to assist the NCLT appointed Chairman, (v) Direct that the Applicant Chamber may be permitted to hold its AGM following the order of the Hon'ble High Court of Kerala dated 2 September, 2019 as may be conducted following its by-laws. (vi) Pass any other order in the interest of justice, equity and good conscience. 2. The grounds raised for the above reliefs are: (a) No prejudice will be caused to any party if Justice K.Narayana Kuup is replaced and an AGM is conducted as per the provisions of the Companies Act, 2013 and the Articles of Association of the Applicant Chamber. (b) Even though Hon'ble Mr. Justice K Narayanakurup has been appointed no step has been taken to conduct the AGM so far, even though specific order has been issued to him for that purpose. (c) This Tribunal inadvertently appointed Justice K.Narayana Kurup without considering the averments made in Paragraph 6 and 7 of the order which transpired before the NCLT Chennai Bench. (d) The applicant's objection to the appointment of Justice K. Narayana Kurup has been categorically recorded by the NCLT Chennai Bench. Therefore, this Tribunal's order dated 29.11.2019 and the order, of the NCLT Chenn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t a reasonable apprehension of vested interest. The company has not filed any objection when the new Chairman was appointed for conducting the AGM. The appointment of the Chairman was at the discretion of the Bench. In the Writ Petition filed before the Hon'ble High Court stating that Mr.Justice Narayan Kurup's son-in-law is a member of the Chamber and there is a direct conflict of interest and likelihood of bias. However, the Hon'ble High Court did not entertain such contentions. Moreover, the son-in-law of Justice Naryana Kurup never renewed his membership in the Chamber since 2009 and since his name continued in the membership register, he resigned from the R1 company. Regarding Shri A.J. Rajan's appointment as Secretary, it is stated that Shri A.J.Rajan never submitted any resignation from the R1 company and the applicant has not produced any such resignation letter of Rajan before this Tribunal. Since he is a person who is fully aware of the affairs of the Chamber, the Bench felt that for smooth conduct of AGM, the presence of Shri AJ Rajan is highly necessary. Moreover Shri A.J.Rajan expressed his willingness before the Tribunal to assist the NCLT appointed Chairman. The fail ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1.2019 to be corrected as Mr.Shibu Prabhakaran-Applicant/Respondent No.13 Vs M/s Tap World and others- Respondents/Petitioner &Respondents in place of M/s Tap World as applicant. 8. As regards the Prayer (ii) to rectify the error in Paragraph 2 of the daily order wherein it is mentioned that IA/66/OBN/2019 was filed in place of IA/6/KOB/2019. On a verification of the daily order dated 25.11.2019, it is seen stated that the "Respondent/Petitioner in IA submitted that IA/6/KOB/2019 is not maintainable under Section 97(1) as the IA was filed by R1. Counsel for Respondent/Petitioner in IA has not pressed for this IA and informed that for this purpose another IA is being filed with the same contents by a Member. Hence IA 6/KOB/2019 stands dismissed. The applicant in that IA was Kerala Chamber of Commerce & Industry. Thereafter, the applicant herein (Kerala Chamber of Commerce & Industry) filed IA/66/KOB/2019 taking the contentions raised in IA 6/KOB/2019. Hence the words used "in place of IA/6/KOB/2019" is correctly used based upon the records. Hence no rectification is necessary in Para 2 of the order in IA/66/KOB/2019. 9. As regards prayer (iii) in the IA herein, Para 2, 3,4 & 5 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with high caliber and retired from a very prominent position as the Acting Chief Justice of the Madras High Court, any prudent person cannot believe that his son-in-law may influence him while conducting the AGM of the respondent company. Hence this Tribunal is not inclined to accept the plea of the applicant that the son-in-law's membership will affect the conduct of the AGM by the Chairman. It is also brought to my notice that the son-in-law of Mr.Justice Narayana Kurup has already sent his resignation letter resigning in the year 2011. The learned counsel for applicant stated that this letter will be placed before the next meeting of the Board of Directors. It is also seen that due to non-cooperation and violation of the directions of the NCLT by the Respondent No.1 Company with the appointed Chairman Shri P.S.Antony, Retd.District Judge, he expressed his inability to continue as Chairman. This fact was also taken into consideration while appointing Mr.Justice K. Narayana Kurup as the Chairman. 10. As regards the prayer (iv), on perusal of the minutes of the urgent meeting of the Director Board of M/s Kerala Chamber of Commerce vide No.18/2017-18 held on 20.9.2018, as Item No. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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