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TMI Blog2020 (8) TMI 647X X X X Extracts X X X X X X X X Extracts X X X X ..... ruv Gupta, Advocates JUDGMENT Dr. Ashok Kumar Mishra, Technical Member 1. The Present set of two appeals have been preferred under section 421 of the Company's Act, 2013, against the common order dated 13.07.2018 passed by the National Company Law Tribunal, Hyderabad Bench ("NCLT"). Appellants and his associates (Appellants In Company Appeal (AT) No. 311 of 2018 and Respondents in Company Appeal (AT) No. 273 of 2018) hereinafter referred to as Appellant are the founder, core- promoter and together have a shareholding of 38.46 % number of equity shares and controlling stake in the Respondent Company and Respondents (Respondent In Company Appeal (AT) No. 311 of 2018 and Appellants in Company Appeal (AT) No. 273 of 2018) hereinafter refer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the acts of Oppression and Mismanagement by the Respondent praying to declare the quoted above Meetings as invalid and to restrain them from convening any board meetings without proper representation of the Appellants and to stop them from selling the properties of the Respondent Company or create any encumbrances upon the property of the Respondent company. The NCLT vide its order dated 13.07.2018 approved the validity of the resolution passed in the purported Board Meeting dated 06.06.2014, the Extra- Ordinary-General Meeting dated 30.06.2014 and the Annual General Meeting dated 08.08.2015. 4. The Appellants submits that the respondent in blatant violation of section 162 of the 2013, Act appointed Directors in the purported Board Meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty. 7. Respondent No.2 submits that he and his associates invested Rs. 1,12,00,000/- of which an amount of Rs. 52,00,000 was brought towards allotment of shares and balance amount of Rs. 60,00,000/- for purchasing the land in the name of the Respondent no.1 Company. Thus the respondent submits that properties purchased in the name of the company was from the funds invested by the Respondent no.2 and his associates. 8. The respondent submits that the share certificates to split and transfer the shares of the Respondent No.2 were very much in accordance with section 56 and other provisions of the Companies Act, 2013 and in accordance with Articles of Association of the Company. The Respondent further submits that NCLT observed that the spli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efused to accept and receive the same through courier and courier receipts and tracking reports have been submitted accordingly. 12. It is observed that the all these suggests that Extra Ordinary General meeting as ordered by NCLT be convened after convening the Board Meeting and giving proper notice in accordance with provisions of Companies Act, 2013. After approval of the Board, the specific agenda with statement in accordance with section 102 of Companies Act, 2013 to consider the proposal to sell the property based on Auction through the newspaper and online modes be placed before Extra Ordinary General Meeting. An Independent Administrator be appointed by the NCLT in order to have a proper voting by poll and not by show of hands and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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