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TMI Blog2022 (3) TMI 1267X X X X Extracts X X X X X X X X Extracts X X X X ..... and urgent hearing: CA Nos. 116/2021 & 25/2022 in CP No. 45/Chd/Pb/2019 CA Nos. 117/2021 & 28/2022 in CP No. 42/Chd/Pb/2019 CA Nos. 118/2021 & 29/2022 in CP No. 43/Chd/Pb/2019 CA Nos. 119/2021 & 27/2022 in CP No. 40/Chd/Pb/2019 CA Nos. 120/2021 & 26/2022 in CP No. 41/Chd/Pb/2019 CA Nos. 121/2021 & 24/2022 in CP No. 44/Chd/Pb/2019 The aforementioned related company petitions filed before this Bench pertain to the Kalsi Group. All the six company petitions are based on similar facts and the prayers are also identical. In view of the same, these CAs in respective company petitions are being taken up together for consideration and disposal by this common order. CA Nos. 116/2021, 117/2021, 118/2021, 119/2021, 120/2021 and 121/2021 In the present CAs, the applicants pray before this Bench to direct the Board of the Company to appoint an Alternate Director in place of Shri Manmohan Singh Kalsi since he is keeping unwell. The applicants are seeking instant directions under Rule 11 of the NCLT Rules, 2016 read with Section 242(4) of the Companies Act, 2013 (in short the 'Act'). 2. Applicants are seeking appointment of Alternate Director in place of Shri Manmohan Sing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tely impossible under the given facts and circumstances since there is a deadlock. On the contrary, since the health of Shri Manmohan Singh Kalsi has deteriorated during the pendency of the proceedings and there is a deadlock now to make any appointment as per Section 161(2) of the Act. Therefore, the instant directions are sought under Rule 11 of NCLT Rules, 2016 read with Section 242(4) of the Act. 6. The averments and reliefs sought by the applicants are denied by the respondents. It is submitted by the respondents that as per Section 161(2) of the Act, the Board of Directors of a company may, if so authorized by its Articles or by a resolution passed by the company in General Meeting, appoint a person to act as an Alternate Director for a Director during his absence for a period of not less than three months from India provided such alternate director shall vacate the office if and when the director in whose place he has been appointed returns to India. 7. It is contended on behalf of respondents that in present case, Shri Manmohan Singh Kalsi is neither outside India nor even outside the State of Punjab and in such circumstances the conditions prescribed for appointment of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atutory compliances, and the financial statements of the company already stand approved by the board of the company. Accordingly, there is no requirement for the appointment of an Alternate Director in place of Shri Manmohan Singh Kalsi. 11. It is averred by the applicants in their rejoinder that respondents are projecting themselves as a minority however, they are holding equal shares as of the Applicants/Respondents. Therefore, the main petition along with the present reply itself is misleading. 12. It is submitted by the applicants in their rejoinder that some of the instances are that on the demand of the respondents, the statutory auditors were changed wherein, the latest Auditor was appointed unanimously by the Board of Directors of the respondent company. Further, the respondents being adamant in halting the progress and process of the Company after the Appointment of Independent Auditor, who was inter alia appointed unanimously, put forward an application before this tribunal to again appoint an Independent Auditor which is baseless and misleading and is only to waste the precious time of this Tribunal along with causing mental harassment to the Applicants. 13. It is fur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n (AoC) of the following Companies at below mentioned paras state that:- AoA of Kalsi Pumps Private Limited (CA No. 116/2021 in CP No. 45/Chd/Pb/2019) "13. The business of the Company shall be managed by the Directors who may pay all expenses incurred in setting up and registering the company and may exercise all such parts of the company as are mentioned in the Companies Act, 1956 or any statutory modification thereof for the time being in force, but by which the Companies Act, 1956 or by these articles are no required to be exercised by the company in General Meeting subject nevertheless to such Regulations not inconsistent with the aforesaid provisions, as may be prescribed by the company in General Meeting, but no such regulation shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. The Director shall be able, subject to the aforesaid provisions and also subject to the provisions of Section 292 of the Companies Act, 1956, to delegate any of their power to anyone or more of the directors or a committee of directors." 19. The Directors shall have powers, from time to time and at any time, to appoint any other perso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the office if and when the absent Director returns to the state in which meetings of the directors are ordinarily held or the absent Director vacates the office as Director" AoA of Kalsi Pipes Private Limited (CA No. 121/2021 in CP No. 44/Chd/Pb/2019) "38. The board of directors shall have power at any time and from time to time to appoint any person as additional Director to the board in accordance with Section 260 of the Companies Act, 1956." 16. In this case, the Articles of Association contain specific provision for appointing an alternate Director. Before approaching this Tribunal, the applicants could have taken up this issue in the Board Meetings of the Company. This Bench has not been informed about any such effort being made by the applicants and the results, if any, of the same. Furthermore, Section 161 of the Act lays down that an Alternate Director can be appointed if there is the absence of a director for a period not less than three months from India. In the case in hand, Shri Manmohan Singh Kalsi is in India and his possible absence is still in the realm of the future. During the course of arguments, learned counsel for the applicants could not make out a case ..... X X X X Extracts X X X X X X X X Extracts X X X X
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