9911796707
TMI Blog2021 (6) TMI 529X X X X Extracts X X X X X X X X Extracts X X X X ..... g interim reliefs as follows: - (a) Setting aside the notice dated 03.03.2021 issued by Respondent No. 2 for an Extraordinary General Meeting (EGM) of the Respondent No. 1 company to be held on 30.03.2021 as illegal, null and void; (b) Order of injunction restraining Respondent No. 2 from holding the EGM scheduled to be held on 30.03.2021; (c) Grant stay of all resolutions passed in the EGM held on 30.03.2021; (d) Order of injunction restraining the Respondent Group (Sarda Group) from exercising any right in dealing with the assets of the Respondent No. 1 company; (e) An order directing the receiver or special officer or administrator to take over the affairs of the company by superseding the existing board of directors till the pendency of the company petition; (f) An order directing the receiver or special officer or administrator to conduct investigation into the affairs of the company and to submit a report thereon to this Tribunal; and (g) An order directing the receiver or special officer or administrator to take symbolic possession of the assets and properties of the company and also to undertake an inventory of the same and file a report before this Tribunal; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een razed to the ground and no machinery or plant existed anymore. d. Unit-2 was under the occupation of Ashian Oils Private Limited and the godown was on rent to PepsiCo. Thus, no part of the factory or machinery was under the control of the Company. e. When the issue relating to the board of Ashian Oils Private Limited was raised and clarification sought, the same was declined to be entertained on the pretext that the same was not on agenda for the meeting. f. Several other irregularities were also sought to be pointed out but the same were declined to be entertained. Having no other option, the applicants recorded the same under cover of their letter dated 30.03.2021. Annexure C of Supplementary Affidavit, pages 13-14 2.5. On 31.03.2021, the applicants were served with a letter by email containing the reply of the respondent group wherein the respondent group inter alia asserted that the factory unit was given on rent to Ashian Oils Private Limited. Annexure E of Supplementary Affidavit, pages 16-17 The applicants have duly replied to the said letter by their letter dated 01.04.2021.- Annexure F of Supplementary Affidavit, pages 18-19 2.6. It is the applicants' case ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 018, that backdated accounts were filed by the Company after the rights issue; and it was not possible to ascertain the status of the loans and advances of the petitioner group. 2.11. The applicants allege that every effort is being made systematically to strip the company of all the assets that had been set up through the concerted efforts of the petitioner group and to deprive the petitioner group of all its rights. The petitioner group had already filed the company petition in the year 2016 and assailed the acts of oppression and mismanagement of the respondent group. All subsequent acts of oppression and mismanagement by the respondent group as mentioned above point to the fact that the respondent group wants to deprive the petitioner group of all its rights and claims in the company. If the sale of assets is permitted to take place, the company will have no further assets left and the entire case of the applicants will be rendered infructuous and cause the petitioner group shall suffer irreparable injury and prejudice, the applicants submit. 2.12. The applicants, therefore, insist on reliefs in terms of prayers (c), (d) and (h) of the application, which are extracted below: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Para 1.2.6-1.2.6 Notice and accompanying documents shall be given at least twenty-one clear days in advance of the Meeting. For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted. Further in case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice. In case of a private company, the period of sending Notice including accompanying documents shall be as stated above, unless otherwise provided in the Articles of SS-2 issued by the Institute of Company Secretaries of India (ICSI) further specifies that for the purpose of reckoning twenty-one days clear notice, the day of sending the notice and the day of meeting shall not be counted. 3.4. The only exception is if there is consent of 95% of members entitled to vote in case of a general meeting. Considering that the applicants admittedly hold 29.87%, the Respondent No. 1 company could not have obtained the support of 95% of the members for calling the general meeting in a shorter duration. 3.5. Secondly, the applicants have stated that the Respondent No. 1 company had two units and a godown on t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
