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TMI Blog2020 (6) TMI 713X X X X Extracts X X X X X X X X Extracts X X X X ..... held on 29.06.2020 till the final hearing of the C.P. No. 1836/KB/2019 filed by the petitioner. 2. The urgency in moving the application being satisfactorily explained, this IA along with the CP was listed on today for a hearing through video conferencing (VC) due to disruption of Tribunal's work in view of lockdown due to pandemic COVID-19, by issuing notice to both parties and by directing the respondents to submit brief written notes of defence. 3. In response to the notice R1, R3, R4, R5, and R7 submitted written notes of defence objecting the application praying for an urgent hearing. It is submitted that R2 who is holding 51% of the shareholding in the R1 company, has given requisition for the removal of P4 as director and the Board of Directors passed a resolution for convening EoGM on 29.06.2020 and notice for which is dt. 3.6.2020 already received by the petitioners and that Special notice under Section 169 of the Companies Act,2013, was also duly served on the P4 on 26.05.2020 and therefore, P4 cannot claim as of right to continue as Director against majority shareholders wishes and prays for disallowing any relief without considering already pending IA's filed by the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng of 34% and 51% respectively. Upon acquiring R-1 Company it was agreed that R-2 would be the financing partner and P-1 would be operative partner with responsibility for the management of the affairs of the R-1 Company for its revival. Pursuant to such acquisition R-1 Company was managed and operated jointly by the petitioners and respondents groups through its Nominee Director being Petitioner No.4 and Proforma Respondent No. 8. 7. However, after certain time disputes had arisen in between P-1 and R-2 and according to him R-2 Company in collusion with the other respondents acting against the interest of R-1 Company and are trying to take away the bona fide rights of the petitioners as Directors/shareholders of the R-1 Company and in the absence of any interim order, the respondents are continuing oppression and mismanagement including harassment, noncooperation and ill treatment to P-4 who was nominated by P-1, who holds 34% shareholding in R-1 Company, and attempting to remove P4 illegally and hence moved this application for protecting the right of the petitioners in the R1,Company. He pressed for passing an interim relief pending disposal of the CP by staying the operation o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icant has filed IA 292 of 2020 challenging the resolution passed for the removal of P4 in the Board meeting which was held on 08.02.2020, but was unsuccessful in getting any order against the R2 for moving a resolution for the removal of P4. According to him notices for convening EoGM were served in advance, and special notice as provided under section 169(2) of the Companies Act,2013 also was served upon P4 and since the action taken is in accordance with law no order restraining the respondents from moving forward with the resolution can be passed. He further said, P4 filed a criminal complaint and she got an order from the executive magistrate not to disturb her right and she used police. Despite receipt of the notice no representation given by P4 to the Board. He also said that a huge amount was siphoned away by her for which respondents filed suit against her. According to him in the resolution plan there is any provision regarding the management of R-1 Company. He referred to page no 111 of the petition for highlighting the terms of Consortium agreement in Resolution Plan and page no 148 of the petition regarding management. According to him Section 169 of the Companies Act, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in the said circumstances, removal of her before the performance of the terms of the resolution plan would work great injustice and hardship to her and therefore her right could not to be protected in case she is removed from the directorship she presently holding. 12. In the peculiar circumstances brought out in the case in hand I am not finding any merit in the above said argument advanced on the side of P4. Nothing was prima facie brought to my notice to prove that as per the terms under the Joint Resolution Plan, P4 can claim any protection of her directorship in a legally constituted Board of R1, especially wherein there is dispute between P-1 and R-2 regarding contribution made by them towards fulfillment of Resolution Plan. At this juncture the Ld.Sr.Counsel for R2 submits that the Liability under the Resolution Plan has already been discharged. The said submission was not countered from the side of the petitioner. Moreover if any breach of resolution plan, the remedy available to the aggrieved parties is elsewhere. 13. The submission that in the case of removal of P4, there is no proper representation of the minority shareholder P1 in the Board also is found devoid of a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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