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TMI Blog2017 (11) TMI 842X X X X Extracts X X X X X X X X Extracts X X X X ..... ndents did transfer their shares. It appears there has been enhancement in the shareholding also. The original Respondent Nos. 2 to 4 violated the status quo orders and transferred their shares to added Respondents and the added Respondents have continued to act in violation of Status Quo Orders and there is change of shareholding in spite of knowing that there was a Status Quo Order and the shares could not have been transferred to them. It is clear that original Respondents 2 to 4 acted in an oppressive manner by taking advantage of the Appellant being sent behind the bars at the instance of the Respondent No. 2 and brought about the EGM on 31.05.2006 and illegally removed the Appellant from the post of Managing Director and in violation of the status quo order transferred their shares to added Respondents and it has further transpired that the shareholding of the Company itself has increased manifold and such acts of the Respondents clearly show that there is a grave mismanagement with these Respondents not paying any respect to the status quo order, which were admittedly there. Para- 14.3.2.3 reproduced above from the impugned order, where reference has been made to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor and became Managing Director on 01.09.2004. The Appellant and Respondent No. 2 were jointly carrying on several other businesses also. The Appellant was holding 9600 shares in the Company consisting of 19.2 percentage equity. The Appellant and Respondent No. 2 were connected in running of the company - Naraingarh Sugar Mills Ltd. Some disputes arose in it and Respondent no. 2 filed FIR against the Appellant because of which the Appellant was put behind the bar. When the Appellant was behind the bar, in the year 2006, Original Respondent Nos. 2 convened Extraordinary General Meeting (in short 'EGM') on 3 1.05.2006 for the removal of the Appellant from the post of Managing Director. Without notice to the Appellant, who was behind bar and in his absence, the EGM (The document in this regard at page 517-Vol. III mentions it as Annual General Meeting ) was held and the Appellant was illegally removed as Managing Director. Appellant got bail in July, 2006 and when he came to know that he had been removed as Managing Director and his role in the affairs of the Company had been limited, he filed a Company Petition claiming that without following due procedures under Sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 284 of the Old Act. The Company Law Board had passed order Of status quo on 11.09.2009 and status quo order was relating to fixed assets and shareholding of the company. This order, however, was violated by Respondent Nos. 2 to 4 and they transferred their shareholding to Respondents No. 5 to 9. Subsequently, 7,56,800 equity shares were allotted in favour of the added Respondents diluting the shareholding of the Appellant from 19.2 to 1.12 percent. The transfer of shareholding reflected in the Annual Return of 2012 because of which original petition was required to be amended. The added Respondents had, before the Company Law Board, expressed readiness to buy undisputed shareholding of the 19.2 percent of the Appellant but the effort did not succeed. The Appellant submitted that the Learned NCLT although it noticed that the Appellant was illegally removed as Managing Director, still it went on to hold that there was no case of oppression. The acts of the Respondents were clearly in violation of the status quo order which has been passed and according to the learned Counsel for the Appellant, oppression of Appellant and mismanagement of the Company affairs was apparent on the record ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lleged that the original Respondent No. 2 to- 4 had colluded with the Appellant as can be seen from Application which was filed as C.A. No. 16/2016 which came to be rejected. The learned NCLT held that dispute inter se the Respondents is not subject matter of the Company Petition and it will be adjudicated in Civil Suit No. 1998/2015 before the Civil Judge, Chandigarh. These Respondents support the impugned judgement passed and want Appeal to be dismissed. 9. At the time of argument, the learned Counsel for the added Respondents claimed that notice had been issued to the Appellant about the meeting of 31.05.2006 and thus, Appellant could not make any grievances. When the learned Counsel was asked to show service of the notice, he referred to notice published in the newspapers. Learned Counsel pointed out the copies of the newspaper at pages 570-571 (in Vol. III of the Paper Book) to support his submission. When we perused these notices published in the newspapers, it was seen that the copy at page No. 570 purporting to be cutting of Indian Express dated 17.05.2006 gave notice of Annual General Meeting of Naraingarh Sugar Mills Limited called on 31.05.2006. Similar is the fat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hasis supplied) It is apparent that the learned NCLT did notice that no specific notice was served on the Appellant, who was apparently behind the bars at the concerned time. The learned NCLT, without going through the contents of the newspapers (as pointed out above) observed that the notice was published in the newspapers and Petitioner may not be aware of the same as he was behind the bars in the criminal complaints filed against him by R-2 and another. Had the learned NCLT read what was put in the newspaper, (which we have mentioned above and which has been pointed out to us as the notice published in the newspaper) the learned NCLT would have known that these notices did not relate to the Respondent No. 1- Company. The fact remains that the Respondent No. 2 filed criminal case against the Appellant and when the Appellant was behind the bars, he called a meeting and unceremoniously Appellant was removed. The record also shows that original Respondent Nos. 2 to 4, in violation of the status quo order, transferred their shares to the added Respondents and it also appears that subsequent shareholding itself of the company was increased and the Appellant with his 9600 shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or 15.04.2002 01.09.2004 31.05.06 31.05.06 3. Mrs. Ravinder Kaur Kan Director 15.04.2002 4. Ms. Deep Kamal Director 26.07.2004 31.05.06 5. Rajesh Bhardwaj Director 08.04.2006 6. Baldev Singh Kang Director 05.05.2006 7. Jugnu Kang Director 31.05.2006 8. Jai Inder Singh Chopra Director 31.05.2006 SHAREHOLDING PATTERN OF THE COMPANY AS ON 30.9.2006 Sl. No. Name Type of Share No. of Share Amt. Per Share 1. Baldev Singh Kang 1 19700 10 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ghts and there is a state of chaos. The impugned order at para 14.3.2.3 shows that the learned NCLT observed as under. 14.3.2.3 The original Respondents have themselves filed a copy of the MoU between R-2 and R-5 dated 01.4.2009 (reproduced at para 8.5 above) vide which it is stated that the 2nd Party (R-5) had offered to purchase the shareholding of R-2 and R-3, immovable property, licence and bottling plant of NDL at a cost of ₹ 28 crores. As per this agreement, a sum of ₹ 15 lacs was accepted by R-2 as token money, the balance amount was to be paid on fulfilment of certain conditions. The condition of final conclusion of the contract is that the contract shall be concluded as soon as the order of status quo is vacated by the Company Law Board, in the case filed by Hemraj or the case is finally decided. It is seen that the original respondents did not file any suit for specific performance of the alleged MoU dated 01.4.2009. Subsequently, they have filed a suit in Civil Court at Chandigarh against the new respondents. (Emphasis supplied) 15. It is clear that the Respondents knew about the Status Quo Order and pending petition. Still they entere ..... X X X X Extracts X X X X X X X X Extracts X X X X
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