9911796707
TMI Blog2019 (6) TMI 643X X X X Extracts X X X X X X X X Extracts X X X X ..... tial Authorised Capital of Rs. 5 lakh divided into 50000 number of shares of Rs. 10/- each. Subsequently the authorised capital of the 1st respondent was enhanced from Rs. 5 lakh to Rs. 10 crores divided into 1,00,00,000 number of equity shares of Rs. 10/- each. The appellant stated that the following is the shareholding pattern of 1st respondent:- Name Number of shares held Percentage 2nd Respondent 34,55,000 34.55% Dr. Ramakrishna Housing Pvt Ltd 39,45,000 39.45% Respondent No.3 13,00,000 13.00% Appellant 13,00,000 13.00% Total 1.00,00,000 100.00 1st respondent proposed to establish a 120 MW Coal based thermal Power Plant at Sri Ramachandrapur Village, Chatrapur, Ganjam Distt, Odisha. 3. The appellant is the elder son of 2nd respondent. The appellant is a qualified Medical Doctor and was doing service in USA. It is stated that the at the request of 2nd respondent, the appellant came back to India to take over the management of 1st respondent in 2009. The appellant was appointed as a Director of 1st respondent on 26.11.2009 and later on was elevated to the position of Managing Director on 29.3.2010. It is stated that the appellant invested an aggregate am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent as Additional Director. 7. It is stated that in the minutes of Board Meeting dated 22.12.2016 it was shown in Item No.6 that the Board removed the appellant from Managing Director under the garb of 'change of designation' from Managing Director to Director. It is stated that his dissent was not recorded in the minutes. 8. It is stated that the appellant received an email dated 29.1.2017 (Page 213) from 1st respondent alongwith scanned copy of notice dated 26.1.2017 (Page 214) signed by 4th respondent therewith also enclosing a notice dated 23.1.2017 (Page 215) moved by shareholder to remove the appellant as Director of 1st respondent. It is stated that the appellant received another notice dated 26.1.2017 (Page 216) signed by 2nd and 4th respondent to consider removal of the appellant as Director of 1st respondent company. It is stated that the appellant raised serious objection to the above notices vide his letter dated 28.1.2017 stating that 4th respondent is impersonating herself as a Director of 1st respondent company as she was not appointed as such in the company. The appellant also sent an email dated 15.2.2017 to the 3rd respondent that he was not a Director appoi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f family of second respondent, the question of oppression and mismanagement in the affairs of Company, even to examine, is too premature. And the petitioner's interest is not too much adversely affected especially being a minority shareholders and the mother is head of family. The petitioner is legally and morally bound by the decisions taken by the second respondent, who is mother of petitioner and Chairperson also. The petitioner has also failed to establish any ingredients of as prescribed under Sections 241 to 244 of Companies Act, 2013 so as to interfere in the affairs of the Company. However, the petitioner still holders of 13% of Shares of the Company, is entitled for due notice for any ensuring meetings of the Company, and the Company should follow principles of natural justice, in conducting any future meetings/taking any decision(s). 23. For the reasons stated above, I am of the considered opinion that the petitioner failed to make out any case so as to interfere in the affairs of the Company, and thus it is liable to be dismissed. Accordingly the Company Petition bearing CP No.43/241/HDB/2017 is hereby dismissed. No order as to costs." 10. Being aggrieved by the sai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent secured necessary permission from State Government of Odisha for setting a power plant. It is stated that the appellant re-married in the year 2012 and was subsequent made the Managing Director of the Company. Appellant moved to Odisha with his wife and started to misuse and siphoned off the funds and resources of the company. 16. It is stated that and EGM was held on 2.11.2016 and 3rd respondent was appointed as Director and on 9.12.2016, 4th respondent was appointed as the Director of the 1st respondent. 17. It is stated that a notice dated 14.12.2016 was issued calling for Board of Directors Meeting on 22.12.2016 at 7 PM and the appellant was in receipt of the same. Accordingly, the meeting was held on 22.12.2016 and the appellant was removed as MD of the 1st respondent (Page 11 to 18 of Reply affidavit) and on 31.5.2017 the appellant was removed as the Director from 1st respondent (Page 43 of Reply affidavit). 18. It is stated that the EGM held on 2.11.2016 is valid and the same was held in accordance and in compliance with the terms of Articles of Association of 1st respondent and in compliance of the provisions of the Companies Act, 2013 (Para 16, impugned o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no resolution passed on 2.11.2016, appointing Dr. Praveen Venigalla (R-3) as Director and also rejected resolution dated 09.12.2016xxxxxx" After going through the company petition and the reply filed by the respondents therein, we observe that the appellant in para 4.6 has nowhere stated that no notice was given by 2nd respondent for calling for an EGM and that no proof of service has been submitted. However, the NCLT while giving his findings has mentioned that the appellant had sent an email dated 22.12.2016 to 2nd respondent and stated that there was no resolution passed on 2.11.2016, appointing Dr. Praveen Venigalla. We have further gone through the email dated 17.12.2016 (Page 204 of the appeal paper book) sent by 2nd respondent to the appellant and 3rd respondent by which the Minutes of the meeting held on 2.11.2016 were sent. In reply vide email dated 22.12.2016 (Page 204 of the appeal paper book), the appellant has replied to 2nd respondent as under:- "I did not pass any resolution on 2.11.2016 appointing Dr. Praveen Venigalla as director." On careful analysis of the reply sent by appellant to 2nd respondent clearly establishes that the appellant has not stated tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le action. 27. Learned counsel for the appellant argued that all the resolutions and actions of the respondents post 2.11.2016 are illegal and liable to be set aside as all those actions of the respondents were perpetrated because of they being in majority in the Board of Directors which was only possible with the induction of 3rd respondent as a Director in a fictitious EGM dated 2.11.2016 which was never conducted. 28. Learned counsel for the respondents argued that no material evidence has been submitted by the appellants that the resolutions and actions of the respondents are illegal. Learned counsel for the respondent argued that the 3rd respondent was legally appointed as Director and the EGM dated 2.11.2016 was validly held. 29. We have considered the arguments advanced by both the parties. Learned counsel for the appellant has failed to provide any evidence to substantiate his allegations. It is also noted that the appellant has been Managing Director of the 1st respondent from 29.3.2010 to 22.12.2016 almost 6 ½ years and he has no inherent right to continue as Managing Director/Director in the 1st respondent unless he is able to carry the majority shareholders ..... X X X X Extracts X X X X X X X X Extracts X X X X
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