9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (2) TMI 1462 - Tri - Companies LawSeeking an order appointing an Independent Auditor out of the names suggested by the Applicants and respondents - seeking an order directing the 1st respondent to file before the Register of Companies, the requisite statutory forms including those relating to the appointment of the 1st applicant as the Managing Director, change in the designation of the 1st respondent from Managing Director to Director and removal of the 2nd and 3rd respondent from the directorship of the 4th respondent company - HELD THAT - CA Dr. Santha Kumar K., residing at TC39/2738, Sree Priya, Koorkkanchery, Thrissur, is appointed from the panel of names suggested by the applicant and CA Suresh T. N., M/s Salitha Suresh, 40/7383, Meenakshi Estate, Rajaji Road, Ernakulam, from the panel of names suggested by the respondents, as two independent auditors to individually undertake true and fair value of shares of the Respondent Company as on 07.12.2017. The Auditors are directed to submit the valuation report within a period of 45 days from the date of this Order to the Respondent Company. Thereafter, the entire process delineated in the NCLT, Chennai Order dated 07.12.2017 should be complied within 12 weeks by the parties - The fee for valuation of respondent company will be borne by the respondent company itself. Shri.K.J.Paul, Respondent No.1 in this I.A is directed to file the requisite statutory forms immediately, including those relating to the appointment of the 1st applicant as the Managing Director, change in the designation of the Respondent No.1 from Managing Director to Director and removal of the Respondent No.2 and Respondent No.3 from the directorship of Respondent No.4 Company. He is also directed to participate in the Board Meetings in future and extend his co-operation for the smooth conduct of business of the respondent company. Application disposed off.
Issues:
1. Transfer of Company Petition from CLB to NCLT. 2. Appointment of an independent auditor as per NCLT Order. 3. Interim stay by High Court on Board Meeting proceedings. 4. Appeal before NCLAT and change in valuation date. 5. Stay of NCLT Order by High Court and subsequent disposal. 6. Defective nature of an Interlocutory Application. 7. Reliefs sought in IA/36/KOB/2020. 8. Non-cooperation of the 1st respondent in complying with NCLT orders. 9. Appointment of independent auditors and compliance with NCLT directions. Transfer of Company Petition from CLB to NCLT: The case involved the transfer of a Company Petition (C.P) from the Company Law Board (CLB) to the National Company Law Tribunal (NCLT) due to jurisdictional changes. The petition was initially filed before the CLB in Chennai, then transferred to NCLT Chennai Bench, and subsequently to NCLT Kochi Bench. The main petition was filed under Sections 397 and 398 of the Companies Act, 1956. Appointment of an Independent Auditor: The NCLT Chennai Bench had ordered the appointment of an independent auditor to determine the true and fair value of shares of the respondent company. However, due to lack of consensus among the parties, the NCLT Kochi Bench appointed two independent auditors to individually undertake the valuation of the respondent company's shares as of a specific date. The auditors were directed to submit the valuation report within 45 days. Interim Stay by High Court and Appeal before NCLAT: The proceedings related to the appointment of an independent auditor were temporarily stayed by the Hon'ble High Court of Kerala following an appeal filed before the Hon'ble NCLAT, New Delhi. The NCLAT confirmed most findings and orders of the NCLT Chennai Bench but changed the valuation date of shares. Compliance with NCLT Orders and Non-cooperation of Respondent: The 1st respondent, despite being removed as Managing Director and designated as Director, did not cooperate in filing necessary statutory forms with the Registrar of Companies. This non-cooperation hindered the effective functioning of the newly appointed Managing Director. The applicant sought relief to compel the 1st respondent to comply with the NCLT orders and participate in board meetings for the smooth conduct of business. Appointment of Independent Auditors and Compliance with NCLT Directions: The NCLT Kochi Bench appointed two independent auditors to value the respondent company's shares and directed the 1st respondent to file requisite statutory forms promptly. The auditors were tasked with submitting the valuation report within 45 days, and the parties were given 12 weeks to comply with the NCLT Chennai Bench's orders. The respondent company was to bear the valuation fee, and the 1st respondent was directed to participate in future board meetings and cooperate for the company's business operations. This comprehensive analysis covers the various issues addressed in the judgment, detailing the legal proceedings and outcomes related to the Company Petition and subsequent orders issued by the NCLT Kochi Bench.
|
