9911796707
TMI Blog2020 (8) TMI 698X X X X Extracts X X X X X X X X Extracts X X X X ..... mself as a director of the company has taken various steps which are detrimental and prejudicial to the interest of the Respondent NO.1 company as well as shareholder members. The Respondents are not being allowed to enter into a new project due to appellant/petitioner activities. The grievance is that impugned order is in contradiction of the earlier order dated 14.3.2017. Earlier order dated 14.3.2017 was passed as the notice for removal of appellant was not in conformity with the Section 169 read with Section 115 of the Companies Act 2013 as in the notice no explanatory statement was given. Now the Respondents are ready to serve fresh notice in conformity with the Companies Act, 2013. Section 242(4) of the Companies Act, 2013 empowers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he ground of oppression and mismanagement inter alia under Section 241 and 242 of the Companies Act, 2013 in relation to the affairs of the LGW Limited (Respondent No.1 company). Respondent No.1 company was incorporated on 31.8.1984 in the name of Laxmi Glass Works P. Ltd. However, subsequently name changed as LGW Limited. It is a close family company. The appellant being member of the family is the promoter, director of company. He and his HUF owns 17.58% of equity shareholding whereas his brother Sanjay Kumar Gupta and his branch owns 82.42% of equity shareholding. However, Sanjay Kumar Gupta permitted appellant Amit Kumar Gupta to act as a Director of the said company. Somewhere in February, 2017 differences arose between the appellant A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ight of this order the EOGM was scheduled to be held on 16th March, 2017. In the said Meeting the resolution was passed with 82.42% majority shareholders thereby removing the appellant from the post of directorship but in view of the said interim order dated 14th March, 2017 the resolution was not uploaded with the Registrar of Companies and no effect thereto was given. The aforesaid interim order has been extended from time to time. 4. Respondents stated that the aforesaid ex parte interim order has completely paralysed the functioning of the company as appellant creating obstacles and hurdle at every juncture and bypassing every decision taken by the majority of the Board of Directors. In such a situation the Respondents have filed an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ducting the EOGM alongwith copies of minutes and the Resolutions if any passed/adopted by the Board of Directors. ii) If any agenda is included in the notice for passing a resolution of the removal of any directors, it should be done in the presence of the Special Officer in pursuance of section 159 of the Act. iii) The fees of the Chairman is fixed at ₹ 2,00,000/- (Rupees Two lac only) payable to him upon submission of his report before court preferably with in one week from the date of conclusion of the EOGM. The Chairman shall also be entitled to have all the out of pocket expenses reimbursed. iv) Certified copy of the order may be issued to all the concerned parties, if applied for, upon compliance with all requi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny. NCLT has a vast jurisdiction to pass such an order in the interest of the shareholders of the company. There is no contradiction in the earlier order and the impugned order. By the impugned order Mr. S.M. Gupta is appointed as Special Officer in whose Chairmanship the EOGM will be convened and the appellant has not raised any objection for appointment of Mr. S.M. Gupta before NCLT or even before this Tribunal. It is further submitted that the impugned order is a consent order, therefore, in view of Section 421(2) of the Companies Act, 2013 appeal is not maintainable. 10. Having heard learned counsel for the parties we have perused the earlier order dated 14.3.2017 as well as the impugned order dated 4.10.2019 and also gone through th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... der. 13. We have considered the submissions in the light of the powers of Tribunal under Section 242(4) of the Companies Act,2013 which empowers the Tribunal that on the application of any party to the proceedings, make an interim order which it thinks fit for regulating the conduct of the company s affairs upon such terms and conditions as appear to it to be just and equitable. 14. The grievance is that impugned order is in contradiction of the earlier order dated 14.3.2017. Earlier order dated 14.3.2017 was passed as the notice for removal of appellant was not in conformity with the Section 169 read with Section 115 of the Companies Act 2013 as in the notice no explanatory statement was given. Now the Respondents are ready to serve ..... X X X X Extracts X X X X X X X X Extracts X X X X
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