2019 (12) TMI 1638 - HC - Companies Law

Seeking grant of leave of absence - seeking to confirm the minutes of the previous Board Meeting - seeking to take on record of the notices given by PP Bafna Ventures Private Limited and replies given there for - seeking to Review the operations and status of the Company - seeking to consider and Appointment of Additional Directors to strengthen the Board - seeking to appoint signatories to operate Bank Accounts - seeking to take such steps to immediately start the operations of the Company and to save the Company - seeking to consider and appoint Auditors - seeking to consider and approve the Draft Directors Report - seeking to approve the draft Notice to convene the Annual General Meeting. HELD THAT - All contentions are expressly left open - It is clarified that nothing in this order will operate to prevent the 1st Respondent from paying all statutory dues workmen s dues and other liabilities including for utilities such as power water municipal and land taxes and the like. Petition disposed off.

Summary

Issues:
1. Disposal of Section 9 Petition without arbitration
2. Agreement on handling specific Agenda items from the Board Meeting held on 3rd December 2019
3. Provision of minutes of previous Board Meetings
4. Implementation of decisions from the Board Meeting
5. Clarification on handling Agenda item 7
6. Preservation of all contentions
7. Payment of statutory dues and liabilities

Analysis:
1. The judgment involves the disposal of a Section 9 Petition without resorting to arbitration, as agreed upon by the parties involved, thus resolving the matter through the court's intervention.

2. Regarding specific Agenda items from the Board Meeting held on 3rd December 2019, the 1st Respondent agreed not to implement decisions related to items 5, 6, 8, and 9. These items will be revisited at a subsequent Board Meeting, ensuring compliance with the Memorandum, Articles of Association, the agreement between the parties, and legal requirements.

3. The 1st Respondent committed to providing the Petitioner's Advocates with a copy of the minutes of the previous Board Meetings and agreed that any decisions made on 3rd December 2019 would be subject to ratification at a properly convened later meeting.

4. In the context of implementing decisions from the Board Meeting, the 1st Respondent agreed not to act on any recommendations without express ratification at a subsequent meeting, ensuring transparency and proper decision-making processes.

5. All contentions were explicitly left open, preserving the parties' rights to raise further arguments or issues if necessary, maintaining the flexibility for future legal actions if required.

6. The judgment clarified that the 1st Respondent could proceed with paying all statutory dues, workmen's dues, and other liabilities, including utilities such as power, water, municipal, and land taxes, ensuring compliance with legal obligations and financial responsibilities.

7. Ultimately, the petition was disposed of based on the agreed terms, with no costs imposed on either party, bringing closure to the legal proceedings in a manner that addressed the specific issues and concerns raised during the case.