9911796707
TMI Blog2016 (9) TMI 460X X X X Extracts X X X X X X X X Extracts X X X X ..... reply of the respondents before considering the request for interim reliefs. Accordingly separate reply by Respondent Nos. 2 & 3 on the one hand and Respondent Nos. 4 & 10 on the other have been filed. 2. I have heard learned counsel for the parties at length. 3. Respondent No. l-company was incorporated on 6.6.2008 in pursuance of Master Joint Venture Agreement dated 16.5.2008 executed between the parent companies of Educomp and Raffles groups. Presently the petitioners are holding 58.18% whereas Respondent Nos. 2 & 3 have 41.82% shareholding. The Petitioners has projected that a Share Purchase Agreement was executed on 12.3.2015 wherein Respondent Nos. 2 & 3 have agreed to sell their entire shareholding in Respondent No. l-company which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cording to learned counsel on 12.3.2015 there were four directors namely Mr. Shantanu Prakash - respondent No. 4 appointed on 6.6.2008; Mr. Harpreet Singh-Respondent No. 7 appointed on 23.9.2009; Ms Doris Chung Gim Lian appointed as additional director on 31.10.2014 and Ms. Kah Chuan Kenneth Ho appointed as Additional Director on 31.10.2014. The last two directors were the nominees of the petitioner whereas respondent Nos. 4 & 7 were nominated by Respondent No. 2 & 3. Thereafter Mr. Harpreet Singh resigned on 27.5.2015 and to replace him Mr. Ashish Mittal-Respondent No. 10 was appointed on the Board of Directors as nominee of Respondent Nos. 2 & 3 as Additional Directors. However as on date Respondent No. 4 is the only director on the Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions received from Mr. Harpreet Singh to complete the necessary formalities relating to his resignation from both the companies including Respondent No. 1-company. On 6.6.2015 Corporate Secretary Mr. Jasoria sent another letter to Board Members of the company apart from other and respondent No. 10 Mr. Mittal stating that the company has received a mail from Educom containing; (1) signed resignation letter of Mr. Harpreet Singh who has resigned as director from respondent No. l company w.e.f. 27.5.2015;(2) signed consent letter from Mr. Ashish Mittal as replacement of Mr. Harpreet Singh on Respondent No. l company. It was then requested to the Board to take note of the same and accord approval for completing necessary formalities. Likewise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner's nominee director in good faith 9. Mr Chaudhary has then argued that meeting dated 30.9.2015 is another example of fabrication. A copy of the draft minutes of the purported Board meeting held on 5.9.2015 has been placed on record. (annexure P-18). Similar evidence in respect of Mr. Ashish Mittal has been reflected in the mail sent by Mr. Jasoria on 27.10.2015. The bogey of the meeting held 05.09.2016 has also been raised by arguing that these are fabricated record. According to the learned counsel the petition is a counter blast to the complaint filed by Mr. Ashlsh Mittal against Mr. Doris before MCA exposing her acts if forgery. Mr. Chaudhary has argued that the AGM which was purported to be held on 30.9.2015 for approval of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rectors and there is a dispute in respect of their continuation because one version is that they could not be confirmed in the Board Meeting which was required to be held in September 2015. According to Share Purchase agreement it is a part obligation of the petitioner and their sole responsibility to infuse fund in Respondent No. l-Company. The petitioner has pointed out that various Institutions of Engineering, MBA, BBA, designing course have been adversely affected on account of non-functioning of Respondent No. 1. Therefore in order to make respondent No. l-company functional a Board of directors is necessary. Therefore I deem it appropriate to pass the following interim orders by invoking the powers under section 241(g) & (h) read with ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
