TMI Blog2020 (6) TMI 799X X X X Extracts X X X X X X X X Extracts X X X X ..... f fresh shares and induction of further directors in order to dilute the shareholdings and rights of the petitioners is devoid of any merit. When people feel scared and hopeless interrupting the business of R-1 under the effective management of R3, as he submitted, changing the mode of operation of the R1 bank account may work great hardship to the business operation of the R1 company. Accordingly, the balance of convenience also does not favour the petitioners. List the matter for further consideration after lifting the lockdown, preferably on 5th August, 2020. - C. P. No. /KB/2020 - - - Dated:- 5-6-2020 - Shri Jinan K.R., Hon ble Member (Judicial) Mr.Jayanta Sengupta, Advocate And Mr. Dilawar Khan, Advocate For the Petitioners Mr.Surendra Kumar Seth And Mr. Ashok Seth For the Respondent ORDER Per Shri Jinan K.R., Hon ble Member (J) 1. This is an unnumbered application filed u/s. 241 and 242 of the Companies Act, 2013 alleging that the R1 Companies affairs have been conducted by the respondents R2 to R5, in a manner oppressive to the petitioners and in a manner prejudicial to the interest of the R1 company and pressed for moving this appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and until the respondents are restrained from conducting the business of R-1 company in such unfettered manner, the business of R-1 company would suffer complete break down and prays for the following interim relief: 1. Injunction restraining the respondents and each of them and/or their group and/or their men or agents and/or servants from giving any effect or further effect to the Resolution dated 20th January 2020 (Annexure K ) and/or from withdrawing any sum of money from the bank accounts of R-1 Company (Annexure F ) and/or altering in any manner the shareholding pattern of R-1 Company and/or from holding and/or convening any Board Meeting or giving effect to or regularising any matter in respect of R-1 Company and/or from dealing with and/or transferring or creating any third party interest in R-1 Company or the assets of R-1 Company and/or from interfering with and/or intermeddling in the management or administration of R-1 Company in any manner whatsoever; 2. Injunction restraining the Respondent Nos. 4 and 5 from holding and/or claiming to be the Directors of R-1 Company; 3. Injunction restraining the Respondents and each of them from expending any funds of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... AY OF JANUARY 2020 AT THE REGISTERED OFFICE OF THE COMPANY 13, CAMAC STREET, 2ND FLOOR, KOLKATA 700017 FROM 4 PM TO 5 PM. DIRECTOR S PRESENT 1. MR. SURENDRA KUMAR SETH, 2. MRS. URMILA RAY, 3. MR. SHREEKKANT RAY , 4. MR. ASHOK SETH. SPECIAL INVITEES 1. MR. MAHENDRA KUMAR SETH, 2. MRS. SHEETL SETH, 3 MR. SSANDIP SETH, 4. MRS. SHALINI SETH AGENDA OF THE MEETING:- 1. TO INDUCT 2 NOS OF DIRECTOR S IN THE COMPANY BOARD. NO. 1. MRS. SHEETL SETH AS ADDITIONAL DIRECTOR. 2. MR. MAHENDRA KUMAR SETH AS DIRECTOR AND TO APPOINT 1 MRS. SHALINI SETH AS COMPANY EXECUTIVE. The above extract of the disputed copy of the minutes cannot be ignored as a minutes fabricated by the respondents as alleged, in the absence of reliable materials on the side of the petitioners. 9. The second ground he placed before me is that there is no provision for appointment of an additional director in the Articles of Association of R-1 Company and he read over clause 68 of the Article, wherein the clause is silent in respect of power of appointment of additional directors by the Board of the R1 company. In answer to this submission, R3 would submit that the petitioners consented to the appointme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lay man knows what KYC is. It is a printed form. Without such a form, signing on a signature card by a prudent man is unusual. Petitioners being business women and men and highly educated, in a circumstances wherein the business relationship of petitioners group with the respondents group was not healthy, anybody blindly believe the version of the petitioners that misrepresenting a KYC form got their signatures and used it to change the mode of the operation of the bank account of the R1. In the peculiar circumstances brought out in the instant case this story is unbelievable and unacceptable. According to the R3 the application for changing the mode of the operation of the bank was taken by P2 to his home and then signed and given to him for presenting to the Bank. 11. In view of the foregoing discussion and the delay in filing like application at the instances of the petitioner, being not explained properly, that a criminal complaint was already lodged and an FIR was allegedly registered in the alleged fraud, let the investigation may bring the real truth behind it. An overall circumstances brought out in the case in hand not sufficient enough to have a prima facie finding tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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