9911796707
TMI Blog2004 (7) TMI 672X X X X Extracts X X X X X X X X Extracts X X X X ..... EGM held on 11.2.2002. The refund order received by the petitioner and kept with him of 2,55,276 should be immediately deposited within three days in the accounts of the company, if not already deposited as per order dated 28.5.2002. There is a dispute and some allegations have been leveled against the company s auditor M/s Kumar Parveen and Associates for working against the interest of the company in connivance with the petitioner. The petitioner being a founder director and having invested a substantial amount in the company feels oppressed, I am of the view that petitioner should be given an option in case he desires to go out of the company on return of his investment in shares of the company. In case the petitioner is willing to part ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roximately ₹ 75 thousand as on 31.3.2001. The company was carrying on the business of market research. 2. The learned counsel for petitioner submitted that differences arose in August, 2001 between the directors when Respondent No. 2 who was exclusively handling the accounts refused to render the accounts. They tried to settle the issues amicably but failed to do so. The main allegation in the petition is that Respondent No. 2 wanted to grab the Income tax refund order of ₹ 2.55 lakhs and siphon of the same but due to timely intervention of the petitioner the refund order could not reach in the hands of Respondent No. 2 and has been kept safely in the bank with the intervention of this Board. The Respondent shifted the register ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Idul-Fitur and the said post office was closed on that clay. There are only two shareholders and there are the only two directors. The petitioner has not attended any Board Meetings and accordingly in his absence, the quorum of atleast two directors for the Board Meeting and atleast two shareholders for the EGM was not fulfilled the meetings convened were illegal. The minutes of these meetings have also not been filed by the respondents. The three Board Meetings were allegedly held on 10.12.2001, 24.12.2001 and 10.1.2002 within a period of one month which is not in compliance with the provisions of Section 283 (1)(g), being less than 3 months period in holding these meetings. The respondent No. 2 has allegedly sent notice by registered pos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a new company. The petitioner did not have the funds to contribute in setting up the proposed company. The respondent No. 2 offered to make the total investment required for setting up the company. Hence the respondent company was set up on 1.1.2000 to offer market research and consultancy services. It is a knowledge based service organization and its credibility is based on the reputation and credibility of its directors, researchers and consultants. The respondent company was doing job mostly for M/s Hindustan Lever Ltd. At the instance of the petitioner the work of incorporation of the company was given to Mr. Parveen Kumar of M/s Kumar Parveen and Associates, Chartered Accountant who is a close friend of the petitioner and the register ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e functioning of the company to his own interest. In one instance which the respondent No. 2 was able to find out that after the work for one of the client was completed by the company, M/s Vaishnavi Advertising, had issued a cheque No. 126959 dated 13.12.01 from HSBC Bank to the company in which the TDS worth ₹ 3,060 was deducted the petitioner malafidely got the same cancelled and got it issued in the name of his sole proprietorship firm called M/s Progressive Consultants vide cheque No. 068508. In such circumstances EOGM was held on 11.2.02 for which notice was given to him but he failed to attend the same and he was removed from the directorship of the company for not attending three consecutive Board Meetings for which due notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Articles of Association of the company mentions that the first directors of the company who shall subscribe to the Memorandum and Article of Association of the Company and who shall hold office till their life lime or till they resign are namely; S/Shri Mr. Jayant Jain, Mr. Rohit Churamani and Mr. Tarakeshwar K. Pandey. Shri Tarakeshwar Pandey subsequently resigned as director of the company and only two directors were left, out of which the petitioner is one of the directors. Article 26 of the Article of Association of the company indicates that the quorum necessary for the transaction of the business of the Board Meeting, subject to Section 287 of the Companies Act shall be one third of the total strength or atleast two which ever is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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