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TMI Blog2015 (5) TMI 522X X X X Extracts X X X X X X X X Extracts X X X X ..... r appointment of an independent Expert Committee in the manner suggested by the petitioner to look into various allegations of harassment levelled against the petitioner a direction for appointment of an independent Expert Committee in the manner suggested by the petitioner looking into various allegations of related party transactions levelled against the petitioner and for declaration that the Termination Notice dated 22.1.2015 issued by the respondents is void ab initio and ex facie illegal. 2. The sum and substance of the application is that the petitioner was continuing as Managing Director (MD) of the company by virtue of Articles of Association of the company and the contracts the petitioner entered with the company, but whereas the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f definitions mentioned in the Articles. The petitioner further submits that an action could be taken against the promoter on the ground of Non-Performance on the evaluation made on annual basis. Since the evaluation has not been done on annual basis, notwithstanding the right of termination in Employment Agreement, the petitioner shall not be removed as M.D. of the company. The respondents issued notice on 22.1.2015 granting 90 days time to remedy the issue of Non-Performance and Cause. Apart from giving this notice, they also withdrew all financial powers from the petitioner resting them with the Committee, which is in derogation of the provisions of Articles of Association, Shareholders Agreement and Employment Agreement. If executive, f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, Non-Performance and other causes mentioned in the Employment Agreement. The respondents submit that this petitioner consecutively failed on various fronts. In fact, the company has gone into losses and he failed to reach to the targets, not even close to the targets mentioned in the Employment Agreement. That apart, he started behaving high-handedly with the staff of the company and there is a grave allegation that he is indulging in related party transactions, therefore, on the grounds mentioned in the Termination Notice, the Board issued this notice to him to respond to the same within 90 days as mentioned in the Employment Agreement. It is not that one or two persons of the Board taken this decision, the Board has unanimously taken th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on is liable to be dismissed. 8. On hearing the submissions of either side, it appears the petitioner entered into a Special Agreement called 'Employment Agreement' on 27.3.2014 with the company, with a condition that the company is at liberty to give termination of his employment at any time giving a notice granting 90 days time to remedy the allegations raised against him, as mentioned in the Employment Agreement. 9. It is a general proposition, whenever any disciplinary authority or any other authority as the case may be, prima facie comes to a conclusion that an employee committed wrongs, he will be put under suspension to find out as to whether the allegations made against him are proved in the eyes of law or not. Since the B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner will have to abide by the decision taken by the Board. He cannot take a cover of generalised provisions earmarked as rights of promoters to say that he is not bound by the employment agreement dated 27.3.2014. Since he himself agreed to get terminated by the company on notice with 90 days time, he is now estopped to say that he is not bound by the agreement he entered into. 12. For the reasons mentioned above, this Bench observes that Board has not violated any of the provisions of Articles of Association or the Agreements entered in between the petitioner and the company in issuing Notice of Termination, therefore the petitioner is not entitled to any of the reliefs sought by him in this application. 13. The petitioner filed a CA 28 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /s 448 & 449 of the Companies Act 2013, r/w 195 & 340 of Cr. P.C. 14. To which the respondents counsel submits that there is no false statement in the Affidavits of them hit by Section 191 of IPC, it may be, he says, at the most could be considered as carelessness on the part of the deponents on signing the Affidavits without verifying the date mentioned on the Affidavits. This is not a statement given by the deponents to make somebody believe that the short reply filed by the instructions of the deponents is not dated on 22.01.2015, there is no false statement causing the petitioner or court to believe and act which they believe it as false. He, therefore, mentions incorrect date in the Affidavit will not amount to perjury as laid under s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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