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TMI Blog2020 (4) TMI 277X X X X Extracts X X X X X X X X Extracts X X X X ..... f the said land. No board meeting dated 01.08.2015 was held as per the annual return (2015-2016) of the company. Moreover, due diligence was not done by the appellant to verify that the board resolution was passed on 01.08.2015. The original board resolution was not shown to the Appellant and he purchased the land on the basis of certified copy of the board resolution. A perusal of financial statement shows that balance sheet is at historical cost basis and not on replacement cost basis apparently, hence there may be purchase of land not sale of land as reflected under Fixed Assets in Balance Sheet. Sale of the property of a company requires board resolution to that effect. The sale alleged to have been executed is only on the basis of board resolution dated 01.08.2015 which itself cannot be relied upon. Therefore, the sale of the said land seems to have been executed without proper authorization of the board - Order of NCLT upheld. Appeal disposed off. - Company Appeal (AT) No. 210 of 2019, 246 of 2019, 258 of 2019 - - - Dated:- 18-3-2020 - Justice Jarat Kumar Jain Member (Judicial), Mr. Balvinder Singh Member (Technical) And Dr. Ashok Kumar Mishra Member (Technical) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hin a period of 60 days. It has also been directed to declare Mr. V. Lakshmi Chenchu Venkata Siva Prasad Satya unfit person to hold the post of Director of M/s J A Avenues India Private Limited and he has been barred from the Directorship of the said Company for a period of 5 years from the date of this order and M/s J A Avenues India Private Limited has also been directed to convene extraordinary general meeting within a period of 60 days to give effect to the direction issued in this order and also to appoint a new Director in place of Mr. V. Lakshmi Chenchu Venkata Siva Prasad Satya in accordance with the provisions of Companies Act etc. 2. Aggrieved by the above order three Appeals have been filed separately under Section 421 of the Companies Act, 2013 against the common order dated 2nd August, 2019. The same along with the Appeal numbers are depicted below: I. In the Company Appeal (AT) No.210 of 2019, the Appellant is Elaine Info Solutions Private Limited and Respondents are (i) M/s J A Avenues India Private Limited (ii) Mrs. Vishnumolaka Govardhanamma and (iii) Mr. V. Lakshmi Chenuchu Venkata Siva Prasad Satya. II. In the Company Appeal (AT) No.258 of 2019 the Appel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs and Developers and executed a General Power of Attorney in favor of Anirudh Agro Farms Pvt. Ltd. 5. The Appellant submits that the Respondent No. 2 filed Petition CP No. 574/241/HBD/2018 under Section 241 of the Companies Act, 2013, after more than three years had lapsed since the registration of the Sale Deed, alleging Oppression and Mismanagement of affairs of Respondent No.1 against Respondent No.3 on the ground that the sale of the subject Property by Respondent No.3 was illegal and without authority. It is further submitted that the NCLT passed an interim order restraining the Appellant and Respondent No.3 from dealing with/alienating the assets of Respondent No.1 Company including the Subject Property admeasuring 9-18 Guntas as described in Sale Deed No. 15747/2015 dated 04.09.2015. The Appellant filed an Application for Vacation of Stay order dated 09.10.2018 passed by the NCLT restraining the Appellant from dealing with/alienating the Subject land. The NCLT disposed of Petition CP. No.574 /241 /HBD /2018 holding that the Board Resolution dated 01.08.2015 and Registered sale Deed No. 15747/2015 dated 04.09.2015 to be null and void. The Appellant submits that the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lution provided without asking for original and alleges that the Appellant has not performed due diligence before buying the subject property. 8. Company Appeal No.246 of 2019 is filed by Respondent No.3 to set aside the order dated 02.08.2019 as passed by the NCLT , Hyderabad in CP No. 574/241/HBD/2019 whereby the Respondent No.3 and has been directed to return an amount of 7,91,00,000/- along with @ 8% interest received by the Respondent no.3 against the sale of land in sale deed No.15747/2015 dated 04.09.2015 to Mr. Y Naga Satish and also against the finding of the Tribunal that Respondent No.3 shall not hold office of the Director in Respondent No.1 Company for a period of five years. Respondent No.3 submits that the amount so received was used for the purpose and benefit of the Respondent No.1 Company and its shareholders. It is submitted by him that the Tribunal erred in declaring that there was no board meeting dated 01.08.2015. 9. With regard to the plea of Limitation, Respondent No.2 has alleged that the Board Resolution dated 01.08.2015, is a fake and fabricated document and that a fraud is played on Respondent No.2. As per Section 17(1)(b) of the Limitation Act, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce of Respondent no.2 at the Board Meeting held on 01.08.2015. Therefore, in terms of the provisions of section 17 of the Limitation Act, 1963, the petition was filed by Respondent No.2 within time and is not barred by limitation. 11. We observe herein that Audit Report and relevant financial statement is not reflecting sale of the said land. No board meeting dated 01.08.2015 was held as per the annual return (2015-2016) of the company. Moreover, due diligence was not done by the appellant to verify that the board resolution was passed on 01.08.2015. The original board resolution was not shown to the Appellant and he purchased the land on the basis of certified copy of the board resolution. The impugned property is in mother s control. Annual return filed on 02.09.2016 clarifies that no board meeting was held on 01.08.2015. Nothing is in this regard was also mentioned in AGM notice dated 02.09.2016. Under Schedule 5 of Balance Sheet no details for sale of land is reflected. Balance Sheet has been filed in Case no.258 of 2019 at page 215. The object of the company has been as given in Memorandum of Association of the company mentioned on page 69 of the said Petition. Accordin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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