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2022 (1) TMI 620 - Tri - Companies LawAlleged removal/resignation of the 1st petitioner - validity of resolutions passed at the Board Meetings/General Meetings which have been manipulated by the respondents with respect to shareholding/directorship/vesting themselves with authority - alleged amendment to the Articles of Association - discontinuation of as Director of the first Respondent Company on account of the gross breach of fiduciary duty - validity of appointment of Respondents second, four to nine as Directors - seeking permanent injunction restraining respondent 2 to 9 from functioning or acting as directors of the first respondent company or holding themselves out as directors of the first respondent company - validity of manipulation in the shareholding of the first respondent - shifting of Registered Office from Sanghinagar to the Corporate office at Hyderabad. HELD THAT - The dispute in this case arose in the year 2008. The company in this case is an established corporate entity and this dispute will seriously affect its working in the long run. Matter referred for resolution of the dispute in terms of section 89 of the Code of Civil Procedure, 1908 to the new International Arbitration and Mediation Centre (IAMC), Nanakramguda, Hyderabad. List the matter on 28.02.2022.
Issues Involved:
1. Dispute between the members of a family leading to a petition under sections 397 and 398 of the Companies Act, 1956. 2. Consent for mediation to resolve the ongoing dispute. 3. Referral of the matter to the International Arbitration and Mediation Centre (IAMC) for resolution. Analysis: Issue 1: Dispute between Family Members The case involves a dispute among family members of the Sanghi family, resulting in a petition under sections 397 and 398 of the Companies Act, 1956. The conflict initially involved all family members but has now narrowed down to a disagreement between Girish Sanghi and other brothers, as two brothers have reconciled with Ravi Sanghi through a settlement. However, certain unresolved issues persist, emphasizing the need for legal intervention to settle the matter effectively. Issue 2: Consent for Mediation Upon hearing the case, the Tribunal received a joint statement from the respective parties' counsels, expressing consent to refer the dispute to mediation for potential resolution. The parties involved, represented by their learned counsels, have shown willingness to explore mediation as a means to resolve the ongoing conflict. This agreement to engage in mediation highlights a collaborative effort to seek an amicable solution and avoid prolonged legal proceedings. Issue 3: Referral to International Arbitration and Mediation Centre Considering the complexity and potential long-term impact of the dispute on the functioning of the established corporate entity involved, the Tribunal has decided to refer the matter for resolution under section 89 of the Code of Civil Procedure, 1908. The case will be directed to the International Arbitration and Mediation Centre (IAMC) located in Nanakramguda, Hyderabad. This referral aims to facilitate a structured process for resolving the dispute through mediation, emphasizing the importance of reaching a mutually acceptable resolution for all parties involved. In conclusion, the Tribunal's decision to refer the dispute to mediation at the IAMC reflects a proactive approach to resolving the complex family conflict through alternative dispute resolution mechanisms. The involvement of learned counsels and the parties' consent to mediation signify a commitment to exploring peaceful and effective solutions, ultimately aiming to safeguard the interests of the corporate entity and promote harmony within the Sanghi family. The upcoming proceedings at the IAMC will play a crucial role in facilitating constructive dialogue and potentially reaching a mutually beneficial resolution for all stakeholders.
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