9911796707
TMI Blog2020 (10) TMI 116X X X X Extracts X X X X X X X X Extracts X X X X ..... of shares are liable to be rejected. As mentioned supra both the parties got shares of Mr. Nayar, as per the said agreement. Both the parties got 50% share holding of the company as given in the said agreement. The subsequent transactions alleged to have been made by the Appellant, as explained, are declared to be illegal and liable to be set aside - Moreover, the Respondent is stated to have been removed from the post of director. Appellant has failed to follow the process of law in the removal of the Respondent from the post of director of the Company. The affairs of the company are being conducted in a manner prejudicial to Respondents herein. The Appellant has raised several frivolous litigations by misusing process of law and has co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is family members were holding 42% shares of the Company and the Respondent was holding 28% shares of the Company. The Appellant contends that Mr. N.A. Nayar owned 30% shares of the Company out of which he sold 16% to the Appellant and 14% to the Respondents. Share transfer forms were executed on 27.02.2007. The Appellant submits that the Respondent with mala-fide intentions had stolen in collusion with Mr. N.A. Nayar, the executed share transfer deeds, other documents, securities and records of the company which were in safe custody in the company's office. Thereafter as stated by the Appellant the Respondent blackmailed the Appellant to make him 50% stake holder of the Company, using the share transfer documents as his bargaining chip ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t. The Appellant further submits that NCLT cannot usurp the exclusive jurisdiction of a Civil Court and grant that the agreement is valid in a summary proceeding. 5. The Respondent submits that the contention of the Appellant is baseless. He further points out that the Appellant's correct age is 72 years which bars him from becoming Managing Director in terms of Section 196(3)(a) unless approved by way of a special resolution with the support of 3/4th majority of shareholders. 6. The Respondent submits that the contentions made in the affidavit given by the Appellant that he is the Managing Director of the 1st Appellant is baseless and vague because Managing Director tenure is only for 5 years and 2nd Appellant was appointed as a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2007. The Appellant and his group held 42% shares and the Respondent and his group held 28% share. Mr. N.A. Nayar and his group held 30% share. The dispute arose when Mr. N.A. Nayar wanted to quit from the company by selling the shares in the company to both the Appellant as well as Respondent. Transfer of shares takes place on 27.02.2007 by transferring all the shares of Mr. N.A. Nayar and his group to the Appellant as well as the Respondent in such a way so as to maintain balance between two brothers. When a dispute regarding share transfer of said Nayar and his group arose, an agreement for transfer of shares dated 08.04.2010 was executed by and between Mr. N.A. Nayar, S.G. Nair, S. Radhakrishnan. The Appellant raised objection about the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2nd Respondents as directors etc., as mentioned above. The Appellants have in this regard never transferred the consideration amount of ₹ 2.5 crores. The Appellants have also not shown any substantial evidence for the transfer of shares. Moreover such transfer of shares cannot be done without the permission of the then CLB as interim orders of CLB was under operation. 11. These various actions taken by the Appellant as stated Supra clearly shows that 2nd Appellant is resorting to various acts of Oppression and Mismanagement in the affairs of the company so as to prejudice the interest of the Respondent and his group. The agreement dated 08.04.2010 is declared to be legal and the same is binding on all the parties concerned. The con ..... X X X X Extracts X X X X X X X X Extracts X X X X
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