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TMI Blog2016 (7) TMI 117X X X X Extracts X X X X X X X X Extracts X X X X ..... is evident from the letter dated 24.05.2013 that the petitioner has the knowledge of all the prior board meetings and it could be concluded that the said meetings are within the knowledge of the Petitioner and with her consent. Further the respondents have sent a notice dated 14.08.2013 to the petitioner informing her, the conduct of the board meeting to be held on 22.08.2013. One of the agenda item is to revise the remuneration payable to P1. The petitioner attended the board meeting on 22.08.2013 and in the said meeting the previous minutes of the board held on 26.06.2013 were confirmed. The remuneration of the petitioner was revised in this meeting. In view of the participation in the board by the petitioner, do not see any merit in the submissions made by the petitioner in this regard. Hence the board meeting held on 11.04.2013 is legal and valid. Hence the issue is answered against the petitioner. in the light of the undertaking given by the Company and its directors to the Company Law Board in C.P. No.36/2014, her continuation (and/or subsequent cessation) as a director shall be subject to further orders of the Company Law Board. It is recorded that the resolution were pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... personal commitments, decided to migrate to Hyderabad and consequentially the registered office of the Company also got shifted from Mumbai to Hyderabad during the year 1964. After shifting to Hyderabad the father-in-law of 1st Petitioner (Late) Mr. Venkata Krishnam Raju Datla, who was basically from Hyderabad and who was also a family friend of late father, joined the Company. The business relationship later on got convened as family relationship when the son of Mr. Venkata Krishnam Raju Datla viz. Dr. Vijay Kumar Datla, was married to the 1st Petitioner during the year 1967. Later on during the year 1972, late father of the 1st Petitioner handed over the management to the husband of the 1st petitioner by making him Chairman and Managing Director of the first respondent Company. Dr. Vijay Kumar Datla also became shareholder in the Company along with the family members of both the families. Accordingly. Dr. Vijay Kumar Datla took charge as Chairman and Managing Director of the first respondent Company with effect from 01.05.1972 and was occupying the said position till his demise on 20.03.2013. Dr Vijay Kumar Datla was independently handling the affairs of the Company from the yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Company. The 3rd and 4th Respondents were married to Mr. Narendra Dev Mantena and Mr. Sridhar P. Raju respectively. The 2nd respondent joined the Company as an employee and continued to be in employment till the demise of Dr. Datla. 3. As stated supra, it was Dr. Vijay Kumar Datla and the 1st Petitioner who were only at the helm of the affairs of the Company since 1991 when the 1st Petitioner was inducted as Executive Director of the Company, Both of them devoted and dedicated their entire life and career for the growth and development of the Company. Both of them being Doctors applied the nuances of the business and accordingly took the company in the right direction, both business wise and financial wise, by taking wise decisions at the appropriate lime and making investments in the Company as and when required. Dr. Vijay Kumar Datla was very much particular that the P1 Petitioner should be the only person who shall reap the benefits of the properties owned by him and therefore in order to ensure that Dr. Vijay Kumar Datla executed a Will and bequeathed all his properties to the 1st petitioner. Dr. Vijay Kumar Datia and the 1st Petitioner had three daughters who are 2nd , 3r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his Company Petition, In fact the entire shareholding of (Late) Dr. Vijay Kumar Daila rose from modest 14% to the huge volume of 81% only with the investments and money provided by the 1st Petitioner herein. It was she who had invested all the monies out of her, self earned and ancestral income and had even lent monies to the 1st Respondent Company in hours of its crisis on many occasions. As such the purchase of shares from coparceners, the Private Companies who disinvested their shares and other shareholders to make the IM Respondent Company their Family Business with Dr. Daila and the 1st Petitioner herein as only Director from the Family holding equity in the Company. Thus all the holding in the form of shares was held by the 1st Petitioner and Late Dr. Datla for more than 20 years and they alone managed the affairs of the Company to the exclusion of ail. At the cost of repetition it is respectfully submitted that the said alleged Will dated 14.02.2005 is fabricated by resorting to impersonation and created only to help the 2nd Respondent in line with the conspiracy hatched by the Respondents No.2 to 7 herein and the said fact is glaringly apparent from the content of the alleg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... three directors on the board of the first respondent company viz.. Dr. Vijay Kumar Datla, Dr. Renuka Datla, the 1st Petitioner and Mr. CJ.V. Rao. the 5th respondent. After the demise of Dr. Datla there were only two director's viz.. Dr. Renuka Datla. the lst Petitioner and Mr. G.V.Rao, the 5lh respondent. As Mr. G.V. Rao did not want to continue as director after the demise of Dr. Datla he resigned from the board on 06.04.2013 leaving the 1st Petitioner alone as director on the board of the first respondent company. 6. The entire episode commenced on 10.04.2013 when the 1st Petitioner was sitting in the chambers of her late husband. The Company Secretary of the Company came rushing to the T1 Petitioner and informed that the Vice President and the Assistant Vice President of the company are illegally removing all the records from the chamber of the 1 Petitioner. When the 1st Petitioner and Company Secretary tried to come out of the chambers they found that the main door was locked. As the main door was locked from outside till 9,30 pm both the 1st Petitioner and the Company Secretary could not come out of the Chambers and stop the illegal removal of documents from the chambe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not call for any board meeting on 09.04.2013, 10.04.2013 and 11.04.2013. As the first respondent company is a limited company and the Articles of Association of the company does not provide for a situation where the board has only one director, no appointments could have been made at a board meeting. As there is no provision either under the Companies Act 1956 or under the Articles of Association of the company for withdrawing the resignation letter filed by a director, the question of Mr. G.V. Rao withdrawing his resignation letter does not arise at all. 9. It is submitted that the filing of forms 32 by Mr. G.V. Rao is prima facie an illegal act that has been instigated by the 2nd, 3rd and 4th Respondents along with the sons-in-law of the 1st Petitioner. The 2nd, 3rd and 4th Respondents who decided to take control of the management of the company have adopted illegal means to achieve their object. The said Respondents realizing that they cannot file Form 32 directly as they are not directors of the company, has taken the assistance of Mr. G.V. Rao, the 5th Respondent in filing the said forms with ROC. Mr. G.V. Rao the 5th Respondent, is a senior citizen aged about 77 years. He ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t respondent company, decided to somehow grab the shares from the 1st Petitioner. In the process they first filed bogus forms to show that the board is reconstituted on 09.04.2013 and thereafter transmitted the 4,00,961 shares standing in the name of Dr. Datla to and in favour of the 2n Respondent at a board meeting allegedly held on 10.04.2013. 13. It is stated that the minutes of the board meeting allegedly held on 10.04.2013 shows that the 400961 shares of Dr. Vijay Kumar Datla has been transmitted to the 2nd Respondent based on a will dated 14.12.2005 of Dr. Vijay Kumar Datla. The Petitioner very vehemently denies the existence of any such will executed by her late husband. As submitted above the late husband had executed a Will and all the properties of Dr. Vijay Kumar Datla were bequeathed to the 1st Petitioner and not to any of the daughters. Dr. Datla during his life time executed will only once through which he bequeathed his properties to he 1st Petitioner. Dr. Datla did not execute any Will in favour of any of his daughters. Dr. Vijay Kumar Datla even in his distant dream would not have thought about executing a will favour of the 2nd Respondent as he was totally unha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .04.2013, 10.04.2013 and 11.04.2013 are prima facie invalid for the reasons that no such meetings actually were conducted on the said dates and the persons who allegedly conducted the meetings are not at all directors of the company. 16. It is stated that the 1st Petitioner during August 2013 received a notice from the 2nd Respondent Claiming herself to be Managing Director, calling for board meeting on 22.08.2013. The 1st Petitioner wrote back to the so called board denying the board meetings that allegedly took place from April 2013. The 1st Petitioner also attended the so called board meeting to find out the real intentions of the Respondents, Once again during September 2013 the 2nd Respondent called for one more board meeting on 25.09.2013, claiming herself as Managing Director of the company. As the objections raised by the 1st Petitioner was not duly recorded at the so called board meeting held on 22.08.2013, the 1st Petitioner decided to attend the so called board meeting on 25.09,20)3. Thereafter the 1st Petitioner wrote to the Respondents on various dates asking for inspection of records of the company and to furnish various details of the company. In reply to all such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anagement and ownership control of the first respondent Company are taking all sorts of steps to ruin the first respondent company by disposing off the undertakings of the company and made the first respondent company a shell company. The Livestock undertaking is proposed to be demerged and transferred to M/s BE Immunology Private Limited (resulting Company 1) and the Vaccine Undertaking to M/s BE Vaxco Private Limited (Resulting Company 2). The Resulting Company 1 was incorporated on 07.02.2014 in Telangana and the Resulting Company 2 on 20.05.2014 in Andhra Pradesh. The 2nd 3rd and 4th respondents are promoters and directors of Resulting Company 1 and Resulting Company 2 is a wholly owned subsidiary of Resulting Company 1. Therefore, the Respondents control both the companies by virtue of the shareholding in Resulting Company 1. The Share entitlement ratio is 1:10 i.e. the members of the 1st Respondent Company would be entitled for 10 shares in the Resulting Companies under the Scheme of Arrangement. The paid up capital of the both the companies are a mere ₹ 1 lakh. It would not be oul of context to mention that the ISI respondent Company filed a Scheme of Arrangement for d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equires a President to handle Real Estate business. This only shows that the Respondents are proposing to dispose of all the properties owned by the Company. As the entire shareholding pattern has been tampered by adopting illegal means by the Respondents, all the resolutions allegedly passed at the AGM on 18.12.2013 shall be set aside as invalid. 23. As a matter of fact the Respondents No.2 to 4 had filed SLPs in the Apex Court challenging the order of the High Court in Company Appeal No. 17 of 2014 which was allowed in favour of the 1st Petitioner herein. Inspite of having filed SLPs the Respondents No.2 to 4 could not obtain any order of suspension from the Apex Court and yet to avoid the conduct of affairs of the Company which would amount to recognizing the position of the 1st Petitioner herein as Managing Director as appointed by the Hon'ble High Court they deliberately failed to attend such meetings. This was in fact clearly disclosing the attitude of the Respondents No.2 to 4 to stall and disturb the conduct of the affairs of the Company. It is also pertinent to mention that the Apex Court during the pendency of the SLPs between May 2015 to October 2015 had continued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mounting to an act contempt liable to be processed for besides a clear act of oppression and mismanagement. 24. It is pertinent to mention herein that this Hon'ble had vide its order dated 06.08.2014 directed me respondents herein not to dispose of any of the immovable properties that were held by the Company. However inspite of the said directions the Respondents have sold the immovable property belonging to the Company situated at Manoharabad to M/s ITC Limited vide Registered Sale Deed bearing Doc.No.425/2015 dated 18.03.2015. It is pertinent to mention herein that the value of the said immovable property was not less than ₹ 85 Crores on the given date and the respondents have apparently sold the same illegally for a trifling sum of ₹ 44 Crore causing huge and unwarranted loss to the Company without having any lawful mandate and misusing the illegally usurped powers. 25. In view of the facts and circumstances as stated above, the petitioners prayed this Bench to gram the following reliefs:- a. To declare that the acts of the Respondents No.2 to 5 are oppressive and prejudicial to the interest of the Company and the Petitioners. b. To declare the illeg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay deem fit and proper. 26. The first respondent filed detailed counter to this petition. Shri P.S. Raman, learned Senior Counsel appeared for the respondent submitted that the company petition is devoid of any merits and hence, liable to be dismissed with exemplary costs on the ground that the instant Company Petition is not maintainable under Sections 397, 398 or 399 of the Companies Act, 1956 (Sections 241, 242 244 of the Companies Act, 2013) for the following reasons: A. It is submitted that under Section 399(1)(a) of the Companies Act, in the case of a Company having a share capital, not less than 100 members of the company or not less than 1/10 of the total number of its member, whichever is less, are entitled to maintain a petition under Section 397 or 398 of the Companies Act, 1956 seeking reliefs against oppression and mismanagement. In the instant case, in an ingenious yet misconceived manner, the 1st Petitioner has sought to bypass the statutory restriction contained under Section 399 of the Companies Act, 1956 by incorrectly arraying the 2nd and 3rd Petitioners as the Petitioners in this Company Petition. The 2nd and 3rd Petitioners are Trusts which hold sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner is thus unclean and approaching this Hon'ble Tribunal again with the instant Company Petition is a complete abuse of the process of law. D. It is submitted that the first petitioner has again approached this Hon'ble 'Tribunal with unclean hands and is guilty of suppressing material facts in as much as the 1st petitioner is aware of the changes that had taken place in the management and shareholding structure of the 1st Respondent Company, since the 1st Petitioner herself addressed a letter to the 2000 employees of the 1st Respondent on 15th April. 2013 as regards the appointment of the 2nd Respondent as the Managing director of the 1st Respondent company and Respondents 3 and 4 as director of the Company. The 1st Petitioner deliberately suppressed the said letter again on account of the fact that the 1st petitioner is aware that the letter dated 15.04.2013 referred to above would belie her allegation that the Board Meetings of 9th 10th and 11th April, 2013 of the answering Respondent Company were conducted without her knowledge. Furthermore, the very letter dated 15.04.2013 makes the entire case of the petitioner untenable. It is submitted that the fact of 15 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r trusts. It is therefore submitted that the instant company petition is not maintainable and is liable to be dismissed. 28. It is submitted that the 2nd Respondent in her individual capacity holds 83.494% of shares in the issued share capital of the 1st Respondent Company, 0.340% of shares as a beneficiary of ; trust which is a shareholder of the 1st Respondent company and 2.863% of the issued shares jointly along with the 1st Petitioner. The 2nd Respondent, in accordance with the wishes of P1 Petitioner's husband and after his bereavement, with the consent of all the family members including the 1st Petitioner, was appointed as the Managing Director and Director of the R1 Company vide Board Resolution dated 10.4.2013. The averments that the 2nd Respondent only holds 5.13% of the paid up capital of the 1st Respondent Company is incorrect for the reasons stated above. The shares of the 2nd Respondent's father, being 400,961 shares of ₹ 100/- each, were transmitted to the 2nd Respondent in accordance with the Board Resolution dated 10.4.2013 as per the Will of late Vijay Kumar Datla dated 14.2.2005. 29. It is submitted that the Respondents 3 and 4 own 1.112% and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his life time and known to all the shareholders of the company. Given these facts and circumstances the question of seeking an indemnity for such transmission does not arise. The original share certificates were, in fact, tabled at the Board Meeting along with copy of the Will. Merely because the Board Resolution dated 10.4.2013 does not make an express reference to this fact, it cannot be said that the transmission is vitiated. 32. The transmission of the shares in favour of the 2nd Respondent has been done in accordance with the provisions of the Act. The averment that the 3rd Respondent, being a Director of the Company, ought not to have participated in the resolution is incorrect and misconceived, inasmuch as, the transmission is sought to be effected in favour of the 2nd Respondent and not in favour of the 3rd Respondent herself. 33. Despite having been fully aware of and having consented to the decisions taken by the Board of the 1st Respondent Company on 9th, 10th and 11th April, 2013 and having openly endorsed the appointments of Respondents 2 to 4 to the Board of the 1st Respondent Company by way of a letter dated 15.04.2013, the 1st Petitioner started subsequently ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e-merger proposed for the 1st Respondent Company is aligned with the broad business objectives that have always anchored the business of the Respondent Company and is in the best interests of the Company and its shareholders. 37. It is submitted that the fact that the 1st Respondent Company filed a company petition seeking an arrangement in the year 2011 clearly establishes that the business restructuring proposals were always under active consideration. The then Scheme of Demerger was not pursued further at the relevant time due to business reasons. 38. The 1st Petitioner has miserably failed in citing any single instance of mismanagement. The balance of convenience is only in favour of the Respondents. The 1st Petitioner, being a party to all the resolutions of 9th 10th and 11th April, 2013 Board Meetings, cannot be permitted make bald allegations of oppression or mismanagement. The Is1 Petitioner suppressed her letter dated 15-4-2013 in the earlier Company Petition 1/2013 and in the Civil Suit, O.S.No.184/2014. The 1st Petitioner has again suppressed her letter dated 15-4-2013 in the present Company Petition No.36/2014 also. The 1st Petitioner is not permitted to claim bal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itted that the IS1 Petitioner has already filed a Civil Suit OS No 184 of 2014 on the file of the 24lh Additional Chief Judge, City Civil Court at Hyderabad against 1st to 4th Respondents and other entities by relying on a Will allegedly executed by her husband in her favour. In the said suit the 1st Petitioner has among other, sought for a declaration that she is the absolute owner of all the shares of her late husband in the 1st Respondent Company, based on the alleged Will. At the same time, alternatively, the 1st Petitioner is also seeking reliefs in the nature of declaration that she is the owner of shares or 1/4th shares in the shares of her late husband in the 1st Respondent Company. The Respondents 1 to 4 have filed their Written Statements in the said suit questioning the validity of the alleged will relied upon by the 1st Petitioner and the said issue is under consideration by the trial court and therefore, the relief sought by the 1st Petitioner in this Company Petition with respect to the transmission of the shares in favour of the 2nd Respondent, is entirely misconceived as this issue would need to be gone into by the trial court based on the evidence adduced by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mahima as she takes on his new responsibility. Together, let us uphold this legacy and continue to make a difference. Wishing the BE team much much success!!! For BIOLOGICAL E. LIMITED, Sd/- DR. RENUKA DATLA EXECUTIVE DIRECTOR It is respectfully submitted that the above letter of the 1st Petitioner was the subject of intense debate before this Hon'ble Tribunal in the Company Petition No. 1/2013. This Hon'bie Tribunal was pleased to note the salient features of the letter and came to a conclusion that the resolutions of 9th. 10th and 11th April 2013 of the 1st Respondent Company were entirely within the 1st Petitioner's knowledge. The 2nd Respondent submits that the 1st Petitioner deliberately suppressed the said letter again on account of the fact that the 1st Petitioner is aware that the letter dated 15.4.2013 referred to above would belie her allegation that the Board Meetings of 9th, 10th and 11th April 2013 of the ls1 Respondent Company were conducted without her knowledge. Furthermore, the very presence of the letter dated 15.4.2013 makes the entire case of the Petitioner untenable. 42. It is respectfully submitted that the letter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... its kind in South Asia. She executed several international contracts and successfully handled various foreign collaborations. The 2 Respondent received several national recognitions for her contributions in vaccine industry. The 2nd respondent's leadership is responsible for securing the World Health Organization - Geneva - Pre qualification accreditation for the first time to the 1st Respondent Company. As a result, the 1st Respondent's product namely Pentavalent is sourced by international institutions. The 2nd respondent, as a member of the founding family, immensely contributed for the 1st Respondent's growth, development and for its sustainable development. The 2nd Respondent was able to accomplish her business responsibilities at a very young age. The 2nd Respondent commands high respect in the family and industry circles. This 2nd Respondent has brought about a total transformation in business of the 1st Respondent Company under the perennial guidance of her late father for about two decades. The 2nd Respondent was deeply involved in all the major projects being undertaken by the 1st Respondent Company along with her late father and has played a significant role ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mission, it was also agreed amongst the family members (including the 1st Petitioner) that board meetings be convened in quick succession for the purpose of giving effect to the said decisions. At some of these meetings, Mr. G.V. Rao. i.e., the 5th Respondent herein, who was officiating as an independent Director since the year 2000, was also present. At such meeting, as it was decided that the three daughters of Dr. Vijay Kumar Datla, i.e., 2nd to 4th Respondents, will be inducted as Directors with the 2nd Respondent being appointed as the Managing Director. Mr. G.V. Rao, to facilitate such future arrangement for the management of the company between the family members Dr. Vijay Kumar Datla. offered to step down from the post of Director and accordingly addressed a letter to the Company on 6.04.2013. 47. When the said resignation was brought to the notice of all the family members it was fell that it would be in the best interests of the 1st Respondent Company that the experience and knowledge of Mr. G.V. Rao be continued to be utilized for the larger benefit of the 1st Respondent Company. 48. Accordingly, all the family members of Dr. Vijay Kumar Datla, including the 1st Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ission of shares from Dr. Vijay Kumar Datla to the 2nd Respondent and also appointing 2nd and 3rd Respondents as Directors of the 1st Respondent Company. 52. The next meeting, as agreed in advance, was convened for 11th April, 2013 after intimating and obtaining the consent of the 1st Petitioner and the other two inducted Directors, being the 2nd and 3rd Respondents herein. In the Board of Directors' meeting conducted on 1lth April 2013 the 2nd Respondent was appointed as the Managing Director of the Company. 53. It is humbly submitted that all the above meetings were conducted in quick succession as consented to, and accepted by, all the Directors including the 1st Petitioner and those appointed for the purpose of achieving the objective of bringing, on the Board of Directors the three daughters of Dr, Vijay Kumar Datla and for appointing the 2nd Respondent as the Managing Director of the company. 54. It is submitted that all the above facts were completely within the knowledge of the 1st Petitioner and the 1st Petitioner, on 15th April, 2013, formally addressed the entire Family of the 1M Respondent Company. 55. It is submitted that the news of the 2nd Respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be convened, but the 1st Petitioner did not attend this meeting. 59. It is submitted that the 1st Petitioner, from the early part of July started demanding that she be appointed as the Executive Chairman and be entrusted with executive powers in the 1st Respondent Company. This demand was not acceded to by the family members and the shareholders of the 1st Respondent Company immediately for reasons purely attributable to the business of the 1st Respondent Company in as much as the 1st Petitioner was never involved in the business of the 1st Respondent Company. Furthermore, given the 1st Petitioner's age the shareholders, her daughters and well wishers also advised the 1st Petitioner to work towards her spiritual and eternal responsibilities by freely contributing her entire wealth and prosperity to the societal causes. All the family members also assured the 1st Petitioner that her existing position, status and monetary benefits will be protected and that she would continue with the same benefits and stature that was accorded to her during the lifetime of her husband. However, the 1st Petitioner was not satisfied with this position and as a result of the refusal of the shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, in the said letter dated 22nd August 2013. the 1st Petitioner, for the first time since the untimely demise of Dr. Vijay Kumar Datla. Pleaded ignorance about the will that was within the 1st Petitioners knowledge and sought to know the details of the transmission hitherto made. The 1st Petitioner was granted the rights of full participation in the said meeting held on 22nd August 2013 and wherever a dissent was made, the same was duly recorded in the minutes. 63. Having regard to the respect held by all the family members and in tact, the entire Biological R Family, the Directors of the Company viz., 2nd to 4th Respondents, who are also the daughters of the 1st Petitioner, discussed these issues with the 1st Petitioner personally and sought to impress upon the 1st Petitioner that it would not be in the best interests of the 1st Respondent Company to appoint her as Executive Chairman and as the 1st Petitioner appeared to have been convinced with the suggested course of action, nothing further was done. 64. The 1st Petitioner duly attended the said meeting convened on 25th September, 2013 where too the 1st Petitioner was granted the full right of participation. On the said d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e same time, alternatively, the 1st Petitioner also sought reliefs in the nature of a declaration that she is the owner of 1/2 shares of 1/4th shares in the shares of her late husband in the 1st Respondent Company. 69. It is submitted that in the said suit, the 2nd Respondent have filed their written statements raising several objections with respect to the validity of the will. It is submitted that the said suit is pending on the file of the 24th Additional Chief Judge Court, City Civil Courts at Hyderabad. 70. While so, after withdrawing Company Petition No.1 of 2013 and pending consideration of suit OS No. 184 of 2014 before the City Civil Court at Hyderabad, the 1st Petitioner, again in a complete abuse of process of the court and by suppressing relevant facts and concealing various materials, has filed the instant Company Petition. The present Company Petition is one such desperate attempt on the pan of the 1st Petitioner to pressurize the Respondents to appoint the 1st Petitioner as Executive Chairman and permit her to continue as Executive Director. This Petition is not maintainable and the 1st Petitioner has no cause to tile the present petition, 71. The 3rd and 4t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ced herein below for ease of reference: WHEREAS the Settlor is desirous of settling ₹ 500/- (Rupees Five Hundred only) for the benefit of her Grand Daughter Miss D. Mahima. 6(xi)... To vote on any matter notwithstanding that the Trustee so voting may be interested but no trustee shall vote on any matter in which he or she may be interested. If the Trustees hereby constituted or any of them or any Trustee or Trustees appointed as provided in this Deed shall die or leave India for more than three consecutive years or desire to be discharged or refuse or become unfit or incapable to act, then and in very such case. It shall be lawful for the surviving or continuing Trustees or Trustee for the time being (and for this purpose every refusing or retiring Trustee shall if willing to act in the execution of this power be considered a continuing Trustee) or for the acting executors or executor administrators or administrator of the last surviving or continuing trustee to appoint a new Trustee or new Trustees in the place of the Trustee or Trustees so dying or leaving India or desiring to be discharged or refusing or becoming unfit or incapable to act as aforesaid. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 31st March, 1992. 75. A bare perusal of the Trust deed, especially the clauses set out above leave no manner of doubt that the petition on behalf of the Trusts is incompetent in as much as - (a) The term of the Trust came to an end in the year 2010 where after the Trusts stood extinguished; (b) Without prejudice to the foregoing, the Trust required there to be at least two Trustees to validly act for and on behalf of the Trust, and admittedly, in the present case, as per the 1st petitioner, she is the only Trustee. Therefore, on this short ground along the Petition is incompetent; (c) Without prejudice to the foregoing, in any event, a bare perusal of the petition also leaves no manner of doubt that there is a clear conflict of interest between 1st petitioner and 2nd respondent and, therefore, the 1st petitioner is incompetent to act as a Trustee under the General Law of Trusts and specifically under Clause 6(xi) of the Deed of Trust. 76. In view of the aforesaid, it is manifest that the present Petition filed by a single shareholder, namely the 1st petitioner, who admittedly neither holds 10% of the paid up capital, nor does she constitute more than 1/10th of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Procedure. It is respectfully submitted that the present petition, apart from being mis-founded and mis-conceived, both in law and on fact and disclosing no cause of action whatsoever, is also barred by the principles contained in Order II Rule 2 of the Code of Civil Procedure, sub-rules (2) and (3) of which stipulates as under:- ..(2) Relinquishment of part of claim - Where a plaintiff omits to sue in respect of, or intentionally relinquishes, any portion of his claim, he shall nor afterwards sue in respect of the portion so omitted or relinquished. (3) Omission to sue for one of several reliefs.- A person entitled to more than one relief in respect of the same cause of action may sue for all or any of such reliefs; hut if he omits, except with the leave of the Court, to sue for all such reliefs, he shall not afterwards sue far any relief so omitted. The 1st petitioner in the previous petition made grievances and impugned the Board meetings held on 9th 10th and 11th April, 2013 and challenged the appointment of Directors and composition of the Board. She made no grievance nor raised any issue in relation to transmission of shares which also took place at the mee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the 2nd, 3rd and 4th respondents, of the P respondent company has earned a profit before tax of more than ₹ 331 crores. 81. It is submitted that the petition vaguely, also seeks to question the Scheme of Demerger proposed by the Pl respondent company and which scheme is pending before the Hon'ble High Court at Hyderabad. It is respectfully submitted that any and all questions concerning the scheme of arrangement are matters which fall within the exclusive jurisdiction and domain of the Hon'ble High Court and therefore, this Hon'ble Board does not have the jurisdiction to examine these issues. 82. The Petition is another malafide attempt into coercing the Respondents to make the 1st Petitioner Executive Chairman of Respondent No.1. The genesis of the trouble of this Petition and other false cases lies in the 2nd 3rd and 4th Respondents not being agreeable to appoint the 1st Petitioner as the Executive Chairman of the Company. The 1st petitioner was aggressively insisting that she be appointed as the Executive Chairman to which, however, the Respondents were not agreeable as, in their considered opinion this would be detrimental to the interests of the 1st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .No. 184/2014 filed on 28.2.2014 Before 24th Additional Chief Judge Court, Hyderabad Dr. Renuka Datla proposed to withdraw 6 Company Application 785/2014 (lied on 3.7.2014 High Court at Hyderabad Dismissed on 8.7.2014 7 Criminal Case No. 340/2014 filed on 17.5.2014 On the file of IV Additional Chief Metropolitan Magistrate Court at Hyderabad It is represented that it is a false case 8 Company Petition No.36/2014 filed on 1.8.2014 CLB Chcnnai This Hon'ble Court did not find any merit in her contention and rejected her interim prayer Dr. Renuka Datla has not filed any appeal before the High court at Hyderabad 9 False Police Complaint (before Maheswaram Police Station 13.9.2014) Against 6th and 7th Respondents It is represented that it is a false case 10 False polic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd this Hon'ble Tribunal categorically observed that all resolutions passed in the AGM would be subject to the result of the said Company Petition. The 1st petitioner has since chosen to withdraw the said C.P. No. 1 of 2013 and the same has been dismissed as withdrawn, as a result of which the resolutions passed at the AGM have attained finality 85. It is stated that after the demise of late Dr. Vijay Kumar Datla and in tune with the discussions held amongst family members during the family meetings, to some of which the 5th respondent was a party, it was agreed by the 1st petitioner and all the other family members unanimously to complete the transmission of shares of Dr. Vijay Kumar Datla in favour of Ms. Mahima Datla in accordance with the testamentary will of Dr, Vijay Kumar Datla and to also appoint her as Managing Director of the P1 respondent company and the respondents 2 to 4 be inducted as Additional directors to the Board of the 1st respondent company. Therefore, this respondent, with the consent of the 1st petitioner organized and conducted board meetings on 09.04.2013 to induct the 4th respondent as a Director to till up the casual vacancy caused by the demise of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny secretary. Thereafter, after having notified all concerned and in accordance with the wishes of the family members of the Late Dr. Vijay Kumar Datia, this respondent facilitated a valid and a lawful induction of Respondents nos. 2 to 4 as Directors of the 1st Respondent company among others. In the said circumstances, it is absolutely false to contend that this Respondent has filed false Forms with the Registrar of Companies after his resignation on 06.04.2013. 86. Suffice it is to submit that subsequent to the 5th Respondent joining the Respondent Company as a Director, the company was always presided over and conducted by Late Dr. Vijay Kumar Datia and progressively, the responsibility of running the business and the company was shifted to 2nd Respondent by Late Dr. Vijay Kumar Datla in view of his advancing age and with a vision to groom and establish the line or succession in the conduct of business, The V Petitioner was always officiating only as a Director and did not at any point of time participate in the actual conduct of business. 87. It is stated that Late Dr. Vijay Kumar Datla had executed his Will on 14th February 2005 in the presence of this Respondent and an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ement of the 1st Respondent Company on the demise of the Late Dr. Vijay Kumar Datla, the 5th Respondent with the consent of the Petitioner was constrained to initially appoint the A01 Respondent as an Additional Director on 09.04.2013 and thereafter appointed the remaining daughters of the 1st Petitioner as Directors. Such a course of action was adopted with the consent of the 1st Petitioner on account of the exigencies of the situation. 90. This Respondent's resignation cannot be relied on once his withdrawal letter has been acted upon by the 1st Petitioner herself and the same has been accepted. The fact that the said withdrawal letter has been acted upon is further evidenced by the fact that 1st Petitioner would have otherwise filed the requisite Form-32 before the Registrar of Companies intimating them of the Respondent's resignation. Therefore, once the said Resignation Letter has not been acted upon either by the 1st Respondent or the 1st Petitioner the same cannot now be conveniently brought up only to suit their convenience. The allegations of the 1st Petitioner that I ceased to be a director of the company on 06.04.2013 is also falsified by the letters written t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pondent only fn August 2013. In any event, the 1st Petitioner was permitted to participate in the said meetings and wherever a dissent was made by her the same was duly recorded. 93. It is further submitted that I was present at the board meetings convened on 22nd August and 25th September, 2013 and the 1st Petitioner had attended these meetings. The dissent raised by the 1st Petitioner was duly minuted by the Chairman of these meetings. It is submitted that, as an independent director of the company, I addressed a detailed letter to the 1st Petitioner on 03.10.2013 in response to her letter served on the Board of Directors on 25th September, 2013. In the said letter, I adverted to the fact that I have been on the Board of the company for a substantial period of time and having seen the company grow exponentially under the leadership of late Dr. Vijay Kumar Dalla, I requested the 1st Petitioner to refrain from raising frivolous and vexatious issues at the Board meetings and instead, requested her to support the company and her children to carry forward the legacy of late Dr. Vijay Kumar Dai la. In the said letter, I also adverted to the fact that the lst Petitioner knew about th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d hereunder:- ORDER Date of the Order 03.05.2016 This Bench by its Order dated 21.04.2016 fixed the dates for final hearing of the main Company Petition being C.P.No.36/2014 i.e. on 02.05.2016 and 03.05.2016 at 10.30 AM continuously for two days to hear the parties and dispose of the matter as per the directions of the Hon 'ble Supreme Court. As per the date fixed the matter has been listed on 02.05.2016 at 10.30 AM for final hearing. 2. While so, the petitioner filed a Memo which was received by the Registry on 28.04.2016, wherein it is stated that she has preferred a Civil Revision Petition before the Hon'ble High Court at Hyderabad to call for the records in C.P.No.36/2014 and quash the order of the Bench dated 21.04.2016 and stated that during pendency of the CRP before the Hon'ble High Court, this Bench may please he adjourn the C.P.No. 36/2014 from hearing on 02.05.2016 to any other date. 3. The Bench constrained to put forth the following sequence of events from the records regarding the posting and completion of pleadings and posting the C.P.No.36/2014 for hearing in view of the Memo filed by the petitioner seeking adjournment for one o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d posted on 02.05.2016 and 03.05.2016 at 10.30 AM. continuously for two days to hear the matter. The Bench had specifically made it clear that no further adjournment will be granted. It is also made clear in the open court and in the order dated 21.04.2016, that if the Counsel appearing for the petitioner, for any reason is not ready to commence their arguments, in the C.P., the Bench Will hear the respondents and close the matter and will pass orders on the basis of pleadings. 4 The respondents have filed their counters to the petition and the petitioner filed rejoinder to each counter. Thus all the pleadings have been completed in the matter. 5 As per the date fixed, the matter is posted on 02.05.2016 at 10.30 AM for hearing. 6 Initially, when the matter was called for hearing, neither the petitioner nor the Counsel present in the Court. Shri P.S Raman, learned Sr. Counsel appeared for the respondents submitted that the CLB is governed by the Regulations called as Company Law Board Regulations, 1991 As per Sub-Rule (1) of the Regulation 26 of the CLB Regulations, 1991, the CLB need to follow the procedure as stipulated hereunder: where on the date fixed for h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10. Shri S. Niranjan Reddy. learned Counsel appeared for the Respondent No.4 submitted that as per Order 41 Rule 5 of the CPC, an appeal shall not operate as a stay of proceedings under a Decree or Order Appealed from. He submitted that as per Order 17 Rule 3 of the CPC, the Court may proceed not withstanding either party fails to produce evidence etc. Rule 0) of Order 17 is reproduced hereunder:- Where any party to a suit to whom time has been granted fails to produce his evidence or to cause the attendance of his witnesses, or to perform any other act necessary to the further progress of the suit, for which time has been allowed, the Court may notwithstanding such default in the - (a) if the parties are present, proceed to decide the suit forthwith, or (b) if the parties are, or any of them is absent, proceed under Rule 2 The learned Counsel submitted that the petitioner has not shown sufjicient cause for grant adjournment. He submitted that several opportunities have been given to the petitioner to commence their arguments, however the petitioner for the reason best known to her failed to commence their arguments and try to seek adjournment only to pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t during the end of April they will be having many cases to he taken up before the Hon'ble High Court at Hyderabad, which are in urgent nature keeping in view of forthcoming vacations starts from May. In view of the request of the Counsel for the petitioner the matter is posted on 02.05.2016 and 03.03,2016. Having given assurance to commence his arguments on 02.05.2016 and 03.05.2016, the Counsel for the petitioner took a different stand. 13. In view of the reasons as stated above, the Bench as per its order dated 21.04.2016 heard the petitioner and the respondents on 02.05.2016 and closed the arguments. Accordingly, the C. P.No. 36/2014 is reserved for orders and will pass Orders on basis of pleadings and documents available with the Bench. 14. The Bench inclined to afford opportunity to the petitioner and the respondents to file their written submissions within a period of 10 days from today by exchanging the copies. Failing to file the written submissions by 16.05.2016, the Bench will deem that no written submissions are filed. (KANTHlNARAHAR1) 97. As stated in the Order dated 03.05.2016 at Para 127 I am bound by the directions of the Hon'ble Supreme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... leading as well the main and interim reliefs. The learned Counsel for the respondents submitted that seeking amendment is only a dilatory tactics to delay the hearing of the petition. The respondents have contended that the petitioners cannot seek an amendment to the interim reliefs when this Bench has considered the interim reliefs and the matter went upto the Hon'ble Supreme Court and the Hon'ble Supreme Court uphold the interim reliefs passed by this Bench. It is submitted that they will a Memo to this C.A.No.1/2016 and requested the Bench to grant time. The Bench vide its order dated 24.03.2016 recorded that the respondents have orally agreed to the proposed amendment to be carried out to the main petition i.e. from Para (i) to (vii) and stated Para (viii) can also be allowed subject to the objections of the respondents. The petitioner have filed an amended company petition on 05.04.2016 and the Bench deciding the matter taking into consideration the averments made in the amended petition including the main reliefs. It is reiterated that after hearing the parties, the Bench inclined to dispose of the main petition itself and the question of taking up the interim reliefs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioners apart from other reliefs sought at Para 8.4 of the main relief to declare the illegal transmission of 400961 equity shares held by (late) Dr. Vijay Kumar Datla to the 2nd respondent as illegal, null and void and consequently sought rectification of the register of members by ordering the transmission of above shares in favour of the first petitioner. Except the said relief there are no other reliefs sought by the petitioner with regard to enforcement of Section 111A and Section 59. With respect to the claim of transmission of 4,00,961 shares in favour of the petitioner, the petitioner filed suit being O.S 184/2014 under Rule 26 read with Order VII Rule 1 of CPC before the Hon'ble Civil Court seeking declaration and consequential reliefs. The main prayer in the Suit is to declare that the petitioner (plaintiff) is the absolute owner of the shares shown in Schedule A by virtue of Will Deed of (Late) Dr. Vijay Kumar Datla and consequently sought direction to the defenders 4 to 13 therein to transmit the same by recording the name of plaintiff thereat and deliver possession of share certificates to the plaintiff (petitioner) by way of mandatory injunction. Further the pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7.2014 and this Bench invariably will take the factual position as on the date of filing of the petition. Even according to the petitioner, the petitioners No, 1 to 3 collectively hold 36.492 equity shares constituting 7.37% of the paid up share capita). The respondents vehemently contended that the 1st petitioner cannot file the petition on behalf of the 2nd and 3rd petitioners and she has no authorization to file the present petition. It is contended that the 2nd and 3rd petitioners are the Trusts and the petitioner being the trustee has no locus standi to tile the petition. The respondents have filed the additional documents where from it is evident that the 1st petitioner has been injucted by the Hon'ble Civil Court vide its orders dated 07.08.2015 made in I.A.748/2015 in O.S.No.599/2015 in respect of Purnima and Indira Trust (2nd petitioner herein) and LA.749/2015 in O.S.No.598/2015 in respect of Mahima Trust (3rd petitioner herein) from acting as Trustee for the aforesaid two Trusts. In both the cases, the Hon'ble Civil Court directed as follows:- therefore the petitioner is granted ad-interim exparte injunction restraining the Respondent No. 1 from acting as tru ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... event as per the letters addressed by the beneficiaries, the first petitioner cannot continue as trustee by virtue of orders of the Hon'ble Civil Court and has no locus standi to continue as trustee. Therefore the petitioner cannot lake the support of 2nd and 3rd petitioners Trust as petitioners along with the petitioner for the purpose of maintaining the petition, Even as per Section 51 of the Indian Trusts Act, 1882, a trustee cannot use the trust property for his own benefit. It is seen from the reliefs claimed by the petitioner in the present petition that none of the reliefs are beneficial to the respondents No.2, 3 and 4. The two Trusts cannot be taken into consideration for the purpose of maintaining this petition. In view of the reason, it is to be decided whether the petitioner No. 1 alone can maintain a petition before this Bench. (c) Admittedly as per the documents filed by the petitioner the Company has 13 shareholders as on 30.09.2011 even without taking into the additional members of the Rl Company. From the documents it is evident that the Rl Company is having 14 shareholders as on the date of filing of the petition. Accordingly, the first criteria i.e. 1/10 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d his services be utilized for the larger benefit of the R1 Company keeping in view of the R5 officiated with distinction of the Rl Company since the year 2000 and had considerable experience having previously worked as Chairman of Lakshmi Vilas Bank and Managing Director of Can Fin Homes Limited as subsidiary of Canara Hank. Accordingly the family members of (Late) Dr. Vijay Kumar Datla including the PI had personally requested the R5 to continue officiating as Director. On such a request the R5 agreed to continue as director and withdrew his resignation vide his letter dated 09.04.2013 directly handed over to the PI. I have perused the letter dated 09.04.2013 of the R5 addressed to the Board of Director whereby he stated that he would like to continue as a member of the board and thereby withdrawing his resignation letter dated 06.04.2013. The P1 received the said letter on 09.04.201 3 at 8.30 AM and initialized by her on that letter. P1 did not dispute the withdrawal of the resignation and acknowledging the said letter, Further the R5 also addressed the same letter to the Board of Rl Company and one Mr. Chaitanya, appeared to be Company Secretary received the said letter on 09.0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... directors the sons-in-law of the P1 were also present as invitees. The Rl took the chair to conduct the proceedings. It is recorded that the P1 did not present in the meeting. The minutes of the previous board meeting dated 09.04.2013 were con finned in this meeting. In the board meeting the shares standing in the name (late) Dr. Vijay Kumar Datla have been transmitted in favour of R2. The minutes of the meeting are reproduced hereunder:- The Chairman informed the Board that Ms. Mahima Datla has requested the company for effecting transmission of Equity Shares in the Company held by her late father and Ex-CMD of the Company as per the WILL dated 14th February, 2005 executed by her father Dr. Vijay Kumar Datla. The attested copy along with the original WILL was tabled. The WILL came into effect from 20th March 2015 i.e. date of death of Dr. Vijay Kumar Datla. As per the provisions of Section 109 of the Companies Act, 1956 the shares need to be transmitted to Ms. Mahima Datla as per the documents submitted to the Company. The Hoard after having satisfied the authenticity of the WILL, decided to take on record for implementing the transmission of shares in favour of Ms. Mahima D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on to be an additional director and such additional director shall hold office upto the date of next AGM I am of view that the said board meeting is validly convened board meeting and the 1st petitioner is aware of the said board meeting and there is no challenge to the said board meeting until C.P. No. 1/2013 is tiled before this Bench under Section 409 of the Companies Act, 1956. (d) Board meeting dated 11.04.2013 The board of directors of the Rl Company viz. R5, R2, R3 R4 attended the board meeting held on 11.04.2013. In the said board meeting the 2nd respondent was appointed as Managing Director of the Company and caused effect of transfer of shares in the name the R6 and R7. As per Article 145 of the Articles of Association of the Company, the board has power to appoint one of its members as Managing Director. The said Articles 145 of reproduced below:- 145. Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint from time to time any of its member as Managing director or Managing Directors of the Company for a fixed term not exceeding five year at a time and upon such terms and conditions as the Board thinks fit, subje ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n important communication. In view of the importance of the said letter, I am inclined to reproduce the entire letter hereunder: Date: April 15th 2013 Dear BE family, Over the past few weeks all of us have endured a great personal loss. The untimely demise of my husband Dr. Vijay Kumar Datla, the Chairman and Managing Director of BE has left an irreplaceable void in the company I have had the privilege of watching BE being established by both by my father late Sri, G.A.N. Raju and father in law late Dr. D.V.K. Raju. I have also the pride of watching it grow and prosper under my husband's leadership. I have witnessed the goodwill and commitment he shared with his team. The entire BE family have stood by him through good and had and for this, I am eternally grateful. Although the leadership of Vijay was instrumental in cultivating BE, we must 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 institu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 013, 07.10.2013, 08.10.2013, 19.10.2013 and 20.10.2013. I am of the view that it is only an afterthought that the desire of the petitioner lo become as Executive Chairperson of the Company was not agreeable to the members of the board. It is evident form the letters dated 19.10.2013 and 20.10.2013, the petitioner in her letters addressed to the Company clearly mentioned the name of R5 and his position as Director. It is seen that the petitioner and the R2 to R4 vide their letter dated 24.05.2013 addressed to the board of directors have requested the board that 4,594 shares held by Dr. Vijay Kumar Datla (HUF) to divide equally among four members i.e. PI, R2, R3 and R4. It is stated that they have entered an MOU dated 10.05.2013 and in accordance with MOU the shares have to be devolved among the four. In pursuance to the request made by the directors, a meeting of the board was called on 24.05.2013 which was attended by four directors and the leave of absence was granted to the petitioner. In the said meeting 4594 shares have been devolved and the petitioner got 1,148 shares. It is evident from the above letter dated 24.05.2013 that the petitioner has the knowledge of all the prio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... matter of Sangramsinh P. Gaekwad (Re. supra) - held at Para 244 as follows- (iv) The claim of the respondent No. 1 as regards declaration of her title and are allotment of 8000 shares is not tenable in Law. The alleged right of the respondent No 1 to claim title over the said shares as a class 1 heir of Fatehsinh Gaekwad cannot he determined in an application filed under Sections 397/398 of the Companies Act and in particular having read to the fact that the said question is pending adjudication in a duly instituted civil Suit . The above judgment is squarely applicable to the facts of the present case. Accordingly, the issue No. (iii) is answered against the petitioner. Issue No. (iv) AGM held on 18.12.2013 The Company held its 60th AGM on 18.12.2013 to comply with the statutory requirement of law. The petitioner in C.P. No. l/2013 prayed this Bench to stay the 60th AGM scheduled to be held on 18.12.2013. This Bench after hearing the respective counsel did not stay the 60th AGM, however directed that the resolutions passed in the said 60th AGM will be subject to outcome of the CP vide its order dated 17.12.2013. The AGM was held on 18.12.2013 as per the not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g her consent as per Section 152(5) and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2013. However, in the light of the undertaking given by the Company and its directors to the Company Law Board in C.P. No.36/2014, her continuation (and/or subsequent cessation) as a director shall be subject to further orders of the Company Law Board. It is recorded that the resolution were put to vote by show of hands and passed unanimously. In the said meeting the R5 was reappointed as director and R3 was appointed as whole time director for a period of three years. The general body also appointed M/s Brahmawa and Co. Chartered Accountants as statutory auditors of the Company. As per the additional documents filed by the respondents, it is seen that the Company held its 62 AGM on 08.12.2015, From the sequence of events it is an admitted fact that the company is in regular in conducting the AGMs and the same is in due compliance of Law. Accordingly the issue is answered against the petitioner. Issue No. (v) The present petition is filed before this Bench alleging certain acts according to which is oppressive to the petitioner and sought various reliefs as d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e business of manufacturing vaccines and doing the business in a profitable manner. Further Section 398 deals with the mismanagement that any member who complain that the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interest of the company, may invoke the jurisdiction of this Bench under Section 398 of the Act. It is evident from the documents that the 1st respondent Company is a profit making company and one of most successful vaccine companies in the country. From the balance sheet it reflects that the company made a profit before tax of ₹ 497.18 crores for the financial years 2014-15, which is more than the cumulative profit earned in the entire sixty years of its existence. It is also stated that for the fiscal year ending 2016 (unaudited) the company has earned a profit before tax of ₹ 384.32 crores. The petitioner has miserably failed to place on record any iota of evidence regarding mismanagement the affairs, which is detrimental to the interests of shareholders. The averments and contentions in the entire petition are regarding bequeathing a purported Will executed by (Late) Vijay Kumar D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all of the contentions raised by the petitioner. The letter was signed by the R5. In the beginning of the letter the company had explained to the petitioner regarding the conduct of the board meetings in which the respondents have been appointed as directors. It is also stated in the letter that the petitioner has accepted the constitution of the board and appointment of 2th respondent by addressing a letter dated 15.04.2013 to its employees. At para 12 of the letter, it is stated that subsequent to the meeting on 25.04.2013, the petitioner evinced a desire to be appointed as Executive Chairperson and be entrusted with the responsibilities. Further the Company in this letter has given a detailed and elaborated reply to each of the letter addressed by the petitioner. The Company in reply to the letter of the petitioner dated 25.09.2013 whereby the petitioner would like to inspect the share registers and requested the Company to provide with the copies of the register of members of the company and other papers. In reply, the company had stated that the petitioner is free to inspect the books and records of the company and also slated that she may visit the registered office of the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the 2th, 3rd and 4th Respondent appointed as directors of the Rl Company and the 2nd respondent appointed as Managing Director. The said letter nails the lie of the petitioner of her being not aware of the appointments made on 9th, 10th and 11th April, 2013 board meetings. Even in C.P.No.1/2013, the petitioner has suppressed the said fact and even in the present CP the petitioner has suppressed the said fact. The Hon'ble Supreme Court in the matter of S.P. Chengalvaraya Naidu (Supra) held as under: We do not agree with the High Court that there is no legal duty cast upon the plaintiff to come to court with a true case and proved it by true evidence . The principle of finality of litigation cannot be pressed to the extent of such an absurdity that it becomes an engine of fraud in the hand of dishonest litigants. The courts of law are meant for imparting justice between the parties. One who comes to the court, must come with clean-hands. We are constrained to say that more often than not, process of the court is being abused. Property-grabbers, tax-evaders, bank-loan-dodgers and other unscrupulous persons from all walks of life find the court-process a convenient leve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inued to be an executive director pursuant to the undertaking given by the learned Senior Counsel for the respondents and the same has been recorded by me in the order dated 06.08,2014. the relevant portion of the order is reproduced here at: The learned Senior Counsel for the petitioner requested the Bench to direct the respondents not to remove the 1st petitioner from the post of executive director. In respondent to the said request the learned Senior Counsel for the respondents submitted that they will not remove the 1st petitioner from the post of Executive Director without the leave of this Bench. The said statement is taken note of. (d) Hence the acts complained of by the petitioner, is in my view in the nature of directorial complaints. As already hold that the petitioner has not made out any case for wining up of the Company, in any event, I already hold that the petition is not maintainable and hence liable to be dismissed. (e) Though the R1 Company is an unlisted public company, the individual shareholders are all family members. The petitioner is the mother of the contesting respondents 2 to 4. The main dispute is between the mother and the daughters. When ..... X X X X Extracts X X X X X X X X Extracts X X X X
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