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TMI Blog2020 (8) TMI 550X X X X Extracts X X X X X X X X Extracts X X X X ..... solution on the business mentioned in the notice dated 27.1.2020 pending disposal of the appeal. After hearing the parties, this Appellant Tribunal on 6.02.2020 ordered that the Meeting may not be convened till further orders. Appeal dismissed. - Company Appeal (AT) No. 315 of 2018 - - - Dated:- 11-6-2020 - Justice Jarat Kumar Jain Member (Judicial) And Mr. Balvinder Singh Member Technical For the Appellant : Mr.Nikhil Nayyar, Sr.Advocate, Ms Priyadarshini N, Mr. Divyanshu Rai, Advocates For the Respondent : Mr. Santhanan Krishnan, Ms Namitha Mathews, Mr. Jayanth Vishwanathan, Mr. Pulkit Malhotra, Advocates JUDGEMENT MR. BALVINDER SINGH, MEMBER (TECHNICAL) The present appeal has been filed by the appellant under Section 421 of the Companies Act, 2013 for setting aside the impugned order dated 4th September, 2018 passed by the National Company Law Tribunal (hereinafter referred to as the Tribunal ), Chennai in TCP No.163/2016 (CP/23/2015) seeking the following reliefs: i) That the impugned order dated 4th September, 2018 passed by the Hon ble NCLT, Single Bench, Chennai in TCP 163/2016 (CP/23/2016). ii) Any such other orders as this Hon ble Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany due to the acts of 3rd respondent and direct the 3rd respondent to pay to the 1st respondent company an amount of ₹ 15,35,21,000/- being the cost of purchase of property located in Alagappa Road being land and building situated at R.S.No.11/1(Part) admeasuring 6000.024 Sq. ft in the name of the company and an amount of ₹ 2.47 crores taken from the company for the purchase of the portion of property in Alagappa Road in her personal name alongwith interest from the date of such withdrawal; vi) To direct the appointment of an independent valuer for determining the fair value of the shares of the 1st Respondent company and to direct the 2nd and 3rd respondents to either buy the shares held by the Petitioner or sell the shares held by the 2nd and 3rd Respondents in favour of the Petitioners at the fair value to be determined by independent valuer through such process as may be determined by this Hon ble Bench as fair and reasonable; vii) To award costs relating to the present proceedings. 4. The original petitioner had also sought the following interim relief from NCLT, Chennai:- i)To direct the appointment of an independent Chartered Accountant for verify ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents was that the original petitioner is the daughter of the 2nd respondent and sister of 3rd respondent and some of the allegations against the original petitioner were of such nature, if highlighted in the reply, would have embarrassed the family. Respondent averred that petitioner cannot restrain any shareholders in transferring their shares and every shareholder has a right to transfer his shares. Respondent stated that the appointment of 4th respondent as director was properly done at the Board Meeting held on 06.01.2015 and the same is legal and binding. Respondent stated that the original petitioner/appellant is a minority shareholder and the decision of the Board, approved by the majority cannot be questioned by the original petitioner. Respondent stated that they will proceed as per the Companies Act and rules made thereunder to take important decision for the benefit of 1st respondent and the important decisions cannot wait for the presence of the original petitioner when the original petitioner does not attend Board Meetings and the General Meetings. Respondent stated that Act does not provide nominees being appointed for individual directors. Respondent denied that they ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 13. Learned counsel for the appellant argued that it is not disputed that initially 50% shareholding each is held by Mr. M. Ct. Muthiah and 2nd respondent. Learned counsel for the appellant further argued that it is not disputed that after the sad demise of Mr. M. Ct. Muthiah in 2006, 66% shareholding is held by 2nd respondent and 17% shareholding each is held by appellant and 3rd respondent in 1st respondent. Learned counsel for the appellant argued that the appellant discovered at the stage of appeal that 2nd respondent has transferred her shareholding in 2013 to be jointly held by 2nd and 3rd respondent. Learned counsel for the appellant argued that the respondents have suppressed this crucial fact and the impugned order is passed. 14. Learned counsel for the Respondents argued that the appellant cannot restrain any shareholders in transferring their shares. Learned counsel for the Respondents further argued that every shareholder has a right to transfer its shares and the respondents cannot be restrained from dealing its shares. Learned counsel for the Respondents further argued that the appellant has no right to restrain or refrain the respondents from dealing with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Meeting was held at 2 PM on 6.1.2015 whereas the extract states that the Meeting was held at 10.30AM. 19. Learned counsel for the Respondent argued that there is no bar for the appointment of additional director of any closely held company and the appointment has been made after making the necessary compliances and approved by the majority of the directors. Learned counsel for the Respondent further argued that the appellant never came for any board meeting even on 6.1.2015. Learned counsel for the Respondent further argued that if she had attended the Meeting she would have written on same date to inform that she had come but meeting was conducted. Respondent argued that appellant first brought the issue on 13.2.2015 via email as a clear afterthought and taking advantage of typographical error in minutes of time of meeting. 20. We have heard the parties and perused the record. We note that the Meeting was held on 6.1.2015 and the appellant was well aware that the Meeting will be held, therefore, the appellant herself stated that she went at the venue and was present till 10.20.AM. We observe that the intention of the appellant was not to attend the Meeting otherwise she w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a sum of ₹ 2.30 crores which she paid to the company and settled the loan. Learned counsel for the Respondent further argued that 3rd Respondent vide email dated 15.4.2013 had intimated the appellant about the purchase of property and the amount paid by 1st Respondent (Page 266 of Appeal). Learned counsel for the Respondent further argued that no objection was raised by appellant about the purchase of properties but after over 19 months, the appellant got an architect and sent email raising certain frivolous objection, without any consultation with Respondent. Learned counsel for the Respondent argued that the only purpose to raise objection was to file company petition before the NCLT. Learned counsel for the Respondent argued that to purchase the property was a commercial decision for the benefit of 1st respondent. 23. We have heard the parties and perused the record. It is not disputed that vide Board Resolution dated 1.2.2013, 2nd respondent was authorised to invest surplus fund of 1st respondent. Accordingly, 2nd respondent invested the amount in property. It is also not disputed that 3rd respondent also purchased another property on the same date for which an advance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t that the sole purpose of the appellant and her husband was to grab monies and exclude any involvement of the 2nd Respondent, which fact was further substantiated by inducting the parents of Mr. Tarun Ghai (husband of appellant) as Trustees. Learned counsel for the Respondent argued that appellant and her husband repeatedly sought donations from 2nd respondent under the guise of LCF Trust and later even other trusts , however, admittedly the expenses sought for were for the personal expenses of the appellant and her husband (Pages 300, 358 and 359 of appeal paper book). Learned counsel for the Respondent argued that no Board Resolution was passed for the said expenses (Page 472 of appeal paper book). Learned counsel for the Respondent argued that 1st Respondent never agreed to fund any school project of LCF Trust (Para 15, Page 17 and 18 of counter affidavit). Learned counsel for the Respondent argued that the 2nd respondent resigned from the Trust. Learned counsel for the Respondent further argued that it is true that in terms of Board Resolution an amount of ₹ 25 crores was deposit3ed in the said account of IOB on 10.1.2014. Learned counsel for the Respondent argued tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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