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TMI Blog2015 (4) TMI 1053X X X X Extracts X X X X X X X X Extracts X X X X ..... y outsiders interference may lead to the company which is stated to be on profit making spree getting derailed and losing its rhythm. Therefore, instead of appointing an outsider as the administrator/receiver, keeping in view the interests of the company as of paramount importance, the following arrangement is made: 1. An adhoc Board of Directors is constituted with appellant No.1 as the Executive Director and respondent Nos.2 to 4 as the Directors of respondent No.1-company. Appellant No.1 shall discharge the functions of the Managing Director of the company. 2. The adhoc Board is responsible for the day-to-day functioning of the company and shall carry out the statutory obligations under the Act. 3. All the decisions shall be taken by the Board based on unanimity and consensus. If consensus on any aspect relating to the day-day-day affairs of the company is eluded among the Board members, appellant No.1, as the Managing Director, shall approach the Company Law Board for appropriate directions. 4. The Board shall not transfer or deal with 81% shares held by Late Dr. Vijay Kumar Datla in any manner till the dispute on the issue of succession is adjudicated in O.S.No.184 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... business relationship has got converted into family relationship with Late Dr. Vijay Kumar Datla s/o. Venkata Krishnam Raju Datla, marrying appellant No.1, in the year 1967. With the death of the father of appellant No.1 in the year 1969, the mantle of running the company fell on the husband of appellant No.1, who was made the Chairman and Managing Director of the company. Late Dr. Vijay Kumar Datla who became the Chairman and Managing Director w.e.f. 1-5-1972 for a long time, successfully ran the company without the involvement of other family members. However, appellant No.1, who is a qualified medical professional, possessing a Doctorate in Pharmacology, and was working in the Nizams Institute of Medical Sciences as a Professor and Honorary Consultant in Clinical Pharmacology and Therapeutics, initially joined the company as Medical Director and was made the Executive Director on 29-8-1991, which position she continued to hold. As noted hereinbefore, with the death of Late Dr. Vijay Kumar Datla, the family squabbles over the control and management of the company have surfaced. 04. Late Dr. Vijay Kumar Datla and appellant No.1 have promoted several companies and Trusts in whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ms. Krishna Gupta 250 25,000/- 0.05 Total 4,95,000 4,95,00,000/- 100.00 06. On the demise of the Chairman and Managing Director, the independent Director, G.V. Rao, has submitted his resignation through his letter dated 6-4-2013 as the Director. The resignation letter was addressed to the Board of Directors, citing unavoidable and compelling reasons for his inability to continue as a member of the Board. He has wished to relinquish his role as the Director with immediate effect with a request to acknowledge the letter of resignation and arrange to file Form No.32 with the Registrar of Companies. It appears, the said G.V. Rao has changed his mind and has addressed another letter dated 9-4-2013 to the Board of Directors wherein he has expressed his inclination to continue as a member of the Board and informed that he was withdrawing his resignation letter dated 6-4-2013. The events that have taken place immediately following his purported withdrawal have become the subject matter of serious disputes between appellant No.1 and respondent N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e reliefs. Therefore, she sought for withdrawal of the said Company Petition with liberty to her to avail appropriate remedy. Subsequently, appellant No.1 has filed a fresh Company Petition registered as C.P.No.36 of 2014 for innumerable reliefs. Some of the reliefs claimed in the said Company Petition included a declaration that the acts of respondent Nos.2 to 9 are oppressive and prejudicial to the interests of the company; to declare the Board meetings held on 9-4-2013, 10-4-2013 and 11-4-2013 as illegal, null and void ab initio and to set-aside the resolutions passed in the said meetings; for removal of respondent Nos.2 to 5 as the Directors of the Company and transmission of 4,00,961 equity shares held by Late Dr. Vijay Kumar Datla in favour of respondent No.2 as illegal, null and void and consequently to rectify the register of the members by ordering transmission of such shares to appellant No.1; to supersede the company and appoint an Administrator/Special Officer to take charge of the management of the affairs of the company; and to declare that the resolutions passed in the Annual General Meeting held on 18-12-2013 are null and void. 10. Appellant No.1 has also claimed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ossop (1907(G) 1034)-(1907) 2 Ch. 370 and T. Murari v. State (The Asst. Registrar of Companies) 1976(47) Comp. Cases 693 (Madras). (iii) That with the resignation of respondent No. 5, the number of the Directors fell below the minimum number prescribed under Section 252 of the Act and the purported Board meeting convened and conducted by respondent No. 5 on 9-4-2013 was patently illegal and consequently the appointment of respondent No. 4 as a Director of the company was also illegal and nonest. (iv) That the Board meeting held on 10-4-2013 by respondent Nos. 4 and 5, transfer of 81% shares held by Late Dr. Vijay Kumar Datla in favour of respondent No. 2, and the appointment of respondent Nos. 2 and 3 as Directors of the Company are also illegal. (v) That similarly, the purported Board meeting held on 11-4-2013 in which respondent No. 2 was designated as Managing Director was equally invalid and illegal. (vi) That the decisions taken in the meetings which were illegal to the knowledge of respondent Nos. 2 to 6 cannot get validated under Section 290 of the Act, that too in respect of the matters which are not concerned with third parties, for Section 290 would not come t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntitled to exercise the voting rights in respect of 81% of the shares originally held by Late Dr. Vijay Kumar Datla; (xii) That as the management of the company was usurped by respondent Nos. 2 to 5 in the most illegal and unlawful manner, they are not entitled to manage the company till the Company Petition is disposed of and the same needs to be administered by an administrator to be appointed by the Court. (xiii) That respondent Nos. 2 to 4 being interested Directors ought not to have participated in the Board meeting held on 10-4-2013, during which shares were transferred in favour of respondent No. 2 as such participation is barred by Section 300 of the Act. (xiv) That as per Article 70 of the Articles of Association, for registration of transfer of shares, the original share certificates have to be produced, while no such certificates were produced as evident from para 13(i) of the Form annexed to be submitted by the Company Secretary under the Companies (Compliance Certificate) Rules 2001. 13. Mr. P.S. Raman made the following submissions: (i) That for maintenance of an appeal under Section 10-F of the Act, a question of law must arise and that no such questi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r. Vijay Kumar Datla in favour of respondent No. 2 were not maintainable before the Company Law Board. (vii) That under Sections 397 and 398 of the Act, the Company Law Board will have no jurisdiction to pass any order unless it is prima facie established that the acts of oppression and mismanagement warrant winding up of the company to enable the Company Law Board to make any order other than an order of winding up of the company. That appellant No. 1 miserably failed to establish such prima facie case before the Company Law Board. (viii) That while the resignation of a Director need not be accepted, with the withdrawal of his resignation, respondent No. 5 has continued as the Director and in the absence of rejection of the withdrawal letter by the Board of Directors, the resignation letter ceased to exist. (ix) That appellant No. 1 has indulged in suppression of material fact in C.P. No. 1 of 2013, namely, letter dated 9-4-2013 of respondent No. 5 withdrawing his resignation. 14. Mr. S. Niranjan Reddy, who has supplemented the submissions of Mr. P.S. Raman, made the following submissions: (i) That appellant No. 1 has indulged in suppression and prevarication of f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l appearing for them, the following Points arise for consideration: 1. Whether respondent No. 5 has ceased to be a Director of respondent No. 1-company w.e.f. 6-4-2013? 2. Whether meetings dated 9-4-2013, 10-4-2013 and 11-4-2013 of the Board of Directors were validly held? 3. Whether respondent Nos. 2 to 4 were validly appointed as the Directors of respondent No. 1-company. 4. Whether the transfer of 81% shareholding in favour of respondent No. 2 is valid? 5. Whether appellant No. 1 has recognized the reconstituted Board of Directors by her subsequent conduct, and if so, whether she is not entitled in law to challenge the appointment of respondent Nos. 2 to 4 as Directors and respondent No. 2 as the Managing Director and the action of the Board of Directors in transferring 81% shareholding in favour of respondent No. 2? 6. Whether the Annual General Meeting, dated 18-12-2013 was validly held and the resolutions passed therein cure the defects, if any, in the decisions taken in the Board meetings dated 9-4-2013, 10-4-2013 and 11-4-2013? 7. Whether the acts done by the Board on 9-4-2013, 10-4-2013 and 11-4-2013 are saved by Section 290 of the Act? 17. I woul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pt his resignation as Managing Director and to send a cheque for salary. Before any meeting of the Board of Directors was held, the Managing Director has sent another letter dated 23-5-1907 wherein he has stated that he has sent his resignation under a misapprehension and that he absolutely withdraws the letter. In a special meeting held by the Directors held on 24-5-1907, they have declared that the Managing Director has vacated his office. Neville-J., framed the following question: ..... whether the defendants were right in treating the plaintiff as having vacated his office as managing director in consequence of the written notice sent by him to the company requesting their acceptance of his resignation as managing director? While answering this question, the learned Judge held as under : .... That seems to me to depend entirely upon the proper construction to be put upon the articles of association of the company, and I think the most material articles are 84 and 85. I have no doubt that a director is entitled to relinquish his office at any time he pleases by proper notice to the company, and that his resignation depends upon his notice and is not dependent upon any acce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 84 contained a proviso to the effect that vacancy of office shall not take effect unless the Directors pass resolution to the effect that the Director has vacated his office. Despite existence of such a provision, the Chancery Division held that the Director who resigned cannot claim to continue as such till resolution by the Directors is passed to the effect that the Director who has resigned has vacated his office. The Court opined that as regards the Director who has sent his resignation in writing, he vacates the office and the vacancy would arise upon a resolution being passed by the Director within six calendar months. Thus, a subtle distinction was drawn between the vacation of office by a Director by resignation and arising of vacancy in the office of the Director. Indeed, even this distinction would not arise in this case as Article 129 of the Articles of Association does not contain a proviso similar to the one which existed to Article 84 in the case decided by the Chancery Division in Glossop (supra) (1907(G) 1034)-(1907) 2 Ch. 370. On a true and proper construction of Article 129(m), it does not admit of any doubt that once the Director sends his resignation by notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o a director to resign at any time, the resignation will take effect without any need for its acceptance by the Board or the Company in general meeting. Where a director is elected or has contracted to act for a fixed period, and make him liable for damages for breach of his contract, unless the articles permit such resignation. In the absence of any provision in the articles the ordinary rule of common law as regards resignation by an officer or agent must be followed, namely, intimation by notice given either to the company or the Board and acceptance of same by them. See Glassop v. Glassop 1908-2 Ch. 370, Latchford Premier Cinema Ltd. v. Ennion 1931-2 Ch. 409. In the latter case, even resignation orally tendered at a general meeting and accepted by the meeting was held to be effective. See also State v. Sitaram: AIR 1967 Pat. 433. Where a resignation states that it is to take effect on acceptance, or the articles so require, acceptance is necessary to end the tenure of office. Where however, resignation says that it is to take effect immediately, acceptance is not necessary, unless the articles or any provision of law makes it necessary. Any form of resignation, whether or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or can unilaterally resign, his withdrawal of the resignation cannot be unilateral and unless and until the Board of Directors accepts the request and allows the Director to withdraw his resignation, his cessation as a Director will continue and his withdrawal of the resignation has no validity unless it is accepted by the Board. It is not the pleaded case of any of the respondents that the purported withdrawal of resignation by respondent No. 5 was accepted by appellant No. 1 as the sole surviving Director, or for that matter, at any later point of time even by the reconstituted Board. Indeed, the occasion for the reconstituted Board to accept or reject the withdrawal letter of respondent No. 5 would not arise as respondent Nos. 2 to 4 themselves would not have come into existence as Directors of the company had respondent No. 5 has not proceeded on the premise that his resignation letter stood withdrawn and that he continued as a Director. 24. On the analysis as above, this Court has no hesitation to hold that respondent No. 5 has ceased to be a Director of the Company w.e.f. 6-4-2013 and he was not reinstated as Director at any later point of time. Re Point No. 2 to 4: Und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it is the case of the respondents that in the purported Board meeting held on 9-4-2013, respondent No. 4 was appointed as a Director; that in the so-called meeting dated 10-4-2013, 81% of the shares were transferred to respondent No. 2 besides appointing the said respondent along with respondent No. 3 as Directors and in the Board meeting held on 11-4-2013, respondent No. 2 was appointed as the Managing Director. These acts are without any sanction of law as there was no validly convened and held Board meeting to begin with on 9-4-2013. If the appointment of respondent No. 4 as a Director was not valid in the meeting held on 9-4-2013, the convening of meetings on 10-4-2013 and 11-4-2013 and the decisions taken therein are equally invalid, nay, per se illegal. 27. The validity of transfer of shares in favour of respondent No. 2 is assailed by appellant No. 1 on yet another ground i.e., respondent Nos. 2 to 4 are interested Directors and their participation in the Board meeting held on 10-4-2013 is contrary to the mandatory provisions of Section 300 of the Act. Sub-section (1) of Section 300 of the Act, which is relevant for this case, reads as under : No director of a company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sfer of shares as being contrary to Article 66 of the Articles of Association, appellant No. 1 has raised the plea that the Company Secretary has not ensured that original share certificates were not produced by respondent No. 2 as envisaged under Article 70 of the Articles of Association. While it may not be necessary to deal with the plea based on Article 66, the contention relating to violation of Article 70 appears to have merit. Article 70 of the Articles of Association reads as under: Before the registration of a transfer, the Certificate or Certificates of the Share or Shares to be transferred must be delivered to the Company along with (save as provided in Section 108 of the Act) a properly stamped and executed instrument of transfer. Para-13(1) of the Form prescribed under Rule 3 of the Companies (Compliance Certificate) Rules 2001 requires the Company Secretary to state as to whether the Company has delivered all the certificates on allotment of securities. In the Form signed by the Company Secretary, he has not stated whether the share certificates were actually delivered to the transferee i.e., respondent No. 2. Therefore, I find merit in the submission of the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t continue to evolve and grow, in order to prosper further. Today, I feel proud to share with you the news of the appointment of my three daughters Purnima, Indira and Mahima to the Board of BE. As you are aware, Mahima has been working alongside you and my husband for over 15 years now and shares his passion for this institution. I am happy to introduce her in her new capacity as the Managing Director of BE. I seek your blessings and guidance for Mahima as she takes on this new responsibility. Therefore, let us uphold this legacy and continue to make a difference. Wishing the BE team much much success!!! Appellant No. 1 has filed a complaint before the IV Additional Chief Metropolitan Magistrate, Hyderabad on 14-5-2014. Several serious allegations were made by appellant No. 1 in the said complaint, reference to which in the present context is unnecessary. However, with reference to letter dated 15-4-2013, she has alleged as under : ...... Accused No. 5 in furtherance of his criminal intrigue went on addressing the complainant and caused several communications to be written by the Accused No. 1 to 3 ascribing to the complainant most unpleasant and hasty things and ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he properties in me after his demise so as to avoid any possible split among the family members and subsequent peaceful transmission of the same to them .... This portion of the letter clearly speaks the mind of appellant No. 1 that far from accepting respondent Nos. 2 to 4 as Directors, she has accused them of usurping the Directorship. Through her letter dated 20-10-2013 addressed to the Managing Director, she was not only highly critical of all the actions of respondent Nos. 2 to 5, but also reiterated her stand that respondent Nos. 2 to 4 are usurpers of office. The following portion of this letter is relevant in this context: ..... You have done and created so many things behind my back and that you all want that the I should not know of your above actions and wrong doings. Having treated me in the above manner, you have strengthened my resolve and purpose of struggle. You may also note that the Act does not give even in remote sense, any power to the majority members to violate the rules, breach the law, act in suppression of the interest of the minority and from your letter, I am very sorry to understand that you want to use the usurped majority to thump the law a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... understand that after the demise of my Husband, some board meetings were held on 9th and 10th April, 24th May, 26th June of 2013. The present notice seeks to have the same approved in the proposed meeting. In this regard, I would like make it clear that the earlier meetings have no legal sanctity as no prudent procedure was followed to convene the above impugned meetings as such, the question of ratification of the minutes of the said meetings will never arise in the present board meeting. I did not receive any notices or agenda or minutes of the Board Meeting and in the absence of the same, I cannot put my stamp of approval for the same.... The letter further stated : ..... Let Board not do anything related to the personal agendas like fixing high remunerations and appointment of new directors and personal relatives at high positions with huge remunerations, burdening the financial position of the company.... Appellant No. 1 finally gave a piece of advice to respondent Nos. 2 to 4 and her sons-in-law as under : ... This would not rest the divine soul of my husband in peace. My husband is none other than father of some of you, father in law of some others and fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ltd. and others (supra) 1971(41) Comp. Cases 371 held at para-49: There can be no estoppel against a statute nor can a person waive any right or benefit conferred by a statute unless it is of a personal and private nature. There is a clear distinction between a contractual or a statutory right created in favour of a person for his own benefit and a right which is created on the ground of public interest and policy. The rule of waiver cannot apply to a prohibition based on public policy (See: Post Master-General, Bombay v. Gangaram Babaji Chavan) .... 37. In a well informed Judgment the Division Bench of Karnataka High Court in Golden Valley Educational Trust (supra) referred to the English as well as the Indian law on the doctrine of acquiescence and held as under : .... In order to constitute acquiescence not only (1) full knowledge of one's right is required, but (2) there must be some lying by him to the detriment of the other side. For it is elementary that there can be no acquiescence without full knowledge both of the right infringed and of the acts which constitute the infringed and of the act which constitute the infringement. Acquiescence implies that a p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntiff in a suit in whose favour a decree was passed and who has filed appeal before the Supreme Court not being satisfied with the decree. The plaintiff has questioned the constitutionality of the provisions of the Reva State Pre-emption Act before the Supreme Court. A preliminary objection was raised to the maintainability of the appeal on the ground that after the Special Leave was granted to file the appeal the plaintiff has withdrawn the price of pre-emption which was deposited by the defendant by pressing into service the doctrine of approbation and reprobation. Placing reliance on the English law referred to above, the Constitution Bench of the Supreme Court rejected the preliminary objection. 43. The legal position that emerges from the decisions referred to above is that the doctrine of approbation and reprobation applies to a case where a party has made an election and he has derived benefit out of such election. 44. In the instant case, from the facts discussed above, appellant No. 1 cannot be said to have made an election to recognise the reconstituted Board of Directors and derived any benefit out of such election. However it is represented at the hearing that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... accept the submission of the learned counsel for the respondents that the earlier appointments of respondent Nos. 2 to 4 were ratified or approved in the said AGM. One another strong reason which impels me to reject this submission is that when respondent No. 5 has ceased to be a Director and respondent Nos. 2 to 4 were not legally appointed as Directors, the very convening of the AGM and the decisions taken therein are non est in law. Indeed, to overcome this situation, the respondents have putforth the plea of 'necessity' to justify the holding of Board meetings as well as the general meeting on 18-12-2013 in which all the actions were purportedly ratified. The respondents have and thus invoked the doctrine of necessity. They have sought to justify all their actions commencing from convening and holding of the Board of Directors meeting on 9-4-2013 to the convening and holding of the Annual General Meeting on 18-12-2013 on the ground that they had no choice other than resorting to such actions with the death of the Chairman and the Managing Director of the company and the obvious non-cooperation of appellant No. 1 who was the Executive Director. 46. Countering this ple ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t No. 5 resigning his office as Director and appellant No. 1 remaining as the sole Director of the company, respondent Nos. 2 to 4 as members had an option to approach the Company Law Board under Section 186 of the Act for a direction to hold a general meeting of the company. Instead of following this simple procedure, respondent Nos. 2 to 5, for the reasons best known to them, have embarked upon a procedure which has proved to be in utter violation of the statutory provisions of the Act as discussed above. Therefore, the respondents cannot seek to justify their otherwise indefensible and unjustifiable actions by invoking the doctrine of necessity. Point No. 7: Section 290 of the Act, on which the respondents have heavily banked, reads as under: Validity of acts of directors: Acts done by a person as a director shall be valid, notwithstanding that it may afterwards be discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles: Provided that nothing in this section shall be deemed to give validity to acts done by a director after his appointment has been shown ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effect that the persons contracting with a company and dealing in good faith may assume that acts done within its constitution and powers have been properly and duly performed and are not bound to inquire whether acts of internal management have been regular. The Bench further held that the said rule is not applicable to the case it was deciding where a Director or a de facto Director invoked the rule so as to validate a transaction which was in fact irregular and unauthorized. The Bench has thus declined to extend the benefit of Section 290 of the Act to the Director who has presumed in his own favour that things are rightly done and on enquiry it was found that they were wrongly done. 50. Shortly put, the benefit of Section 290 of the Act is generally available to third parties who enter into transactions with a company not knowing what the internal structure and mechanism of the company is. A person such as a Managing Director or a Director who is expected to know what is right and what is wrong and what is legal and what is illegal cannot be allowed to presume things in his favour, and if at the end he fails to prove that he has acted as per law, he cannot take shelter under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d good conduct. 54. This precisely is the complaint of appellant No. 1 before the Company Law Board. It is her specifically pleaded case that respondent No. 5 having resigned has convened successive Board meetings and allowed respondent Nos. 2 to 4 to usurp the office of Directors and have manipulated the transfer of overwhelming majority of the shares in the company in favour of respondent No. 2 and allowed her to unlawfully wrest the management of the company suppressing the rights of appellant No. 1. If these allegations are eventually proved, the Company would be liable to be wound up. Therefore, in my opinion, there cannot be a better case than the present one which could satisfy the provisions of Section 397 of the Act warranting interference by the Company Law Board for granting appropriate interim orders under Section 403 of the Act. 55. Another submission made by Mr. P.S. Raman is that appellant No. 1 has not approached this Court with clean hands as she has assured the Company Law Board that she will withdraw the civil suit filed by her in respect of the Will. It is the case of appellant No. 1 that the said statement was made before the Company Law Board on a wrong ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the Board of Directors, the logical consequence of the findings rendered under Point Nos. 1 to 3 supra, is that no Board of Directors is legally in existence. With the death of the Chairman and Managing Director of the company and resignation of respondent No. 5, appellant No. 1 alone continued as the Executive Director. Respondent Nos. 2 to 4 not having been validly appointed and respondent No. 5 having resigned, the present Board of Directors cannot be allowed to run the company's affairs. The Court has therefore to necessarily exercise its power under Section 403 of the Act for making necessary arrangement for regulating the conduct of the company's affairs upon such terms and conditions as appear to it to be just and equitable. In the peculiar facts and circumstances of the case, this Court, therefore feels the necessity of making appropriate arrangement to ensure that the company's affairs are regulated properly till such time as the disputes between the parties are settled. 60. While appellant No. 1 has set up the Will stated to have been executed by her husband Late Dr. Vijay Kumar Datla, under which the testator has allegedly created life interest in he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -day functioning of the company and shall carry out the statutory obligations under the Act. 3. All the decisions shall be taken by the Board based on unanimity and consensus. If consensus on any aspect relating to the day-day-day affairs of the company is eluded among the Board members, appellant No. 1, as the Managing Director, shall approach the Company Law Board for appropriate directions. 4. The Board shall not transfer or deal with 81% shares held by Late Dr. Vijay Kumar Datla in any manner till the dispute on the issue of succession is adjudicated in O.S. No. 184 of 2014. 5. The Board shall not take any major policy decisions unless there is unanimity among all its members and without the prior approval of the Company Law Board. 6. The ad hoc Board shall continue to function till O.S. No. 184 of 2014 is disposed of and appropriate orders in C.P. No. 36 of 2014 are passed thereafter. 7. The Company Law Board shall keep C.P. No. 36 of 2014 pending till O.S. No. 184 of 2014 is finally disposed of. 63. The Company Appeal is accordingly allowed to the extent indicated above. 64. As a sequel to the disposal of the Company Appeal, Company Application Nos. 1331 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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