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TMI Blog2014 (6) TMI 1046X X X X Extracts X X X X X X X X Extracts X X X X ..... cants have prayed to pass an order thereby referring the disputes between the Parties to the Arbitration in terms of the Arbitration clause as contained in the Articles of Association of the Respondent No. 1 Company and Shareholders Agreement dated 21/12/2011. The Respondents/Applicants have further prayed to dismiss the petition on the grounds stated therein. 3. In C.A. No. 113 of 2014, the Petitioners/Applicants have sought for the following orders:- a. To pass an order thereby appointing the professional management organization, such as Alvarez & Marsal to manage the affairs of the Company at earliest." b. To pass an order thereby directing the Promoter Group immediately cease to participate in the management and day to day operations of the Company, including but not limited to in respect of managing the bank accounts of the Company, and participating in discussions with customers/vendors of the Company. c. To pass an order thereby directing the Company and the Promoter Group to schedule and attend a meeting between BSR and Deloitte, no later than three days from the date of this application. d. To pass an order thereby appointing a suitable person as an Administrator ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n, the parties are referred to as per their ranking in the Company Petition hereinafter:- 5.1 The Petitioners have filed the Company Petition being C.P. No. 103 of 2013 by invoking the provisions contained in Section 397 and 398 read with Sections 402 and 403 of the Companies Act, 1956 complaining certain acts of oppression and mismanagement purportedly committed by the Respondent Nos. 2 to 7 in the affairs of Respondent No. 1 Company. They sought various reliefs as well as interim reliefs as contained in the petition. 5.2 Pursuant to the notice, the Respondents appeared and filed a Company Application being C.A. No. 271 of 2013 under Section 45 of the Arbitration Act, for reference of the dispute and differences between the Parties to Arbitration in terms of Articles of Association and/or the Shareholders Agreement dated 21/12/2011. 5.3 The Ld. Sr. Counsel appearing for the Petitioners vehemently opposed the aforesaid application. Further, stating the grounds for urgent hearing the Ld. Sr. Counsel pressed for grant of ad-interim reliefs and to pass ad-interim orders in order to protect the interest of the Petitioners until the final decision of the petition. However, placing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the High Court would not survive and is, therefore, quashed and set aside. With the aforesaid observations and directions, the Civil Appeal is disposed of with no order as to the costs. It is made clear that Section 45 application filed by the Respondents shall be decided after the above Company Application is decided by the CLB. As requested, reply will be filed by the Respondents before the Board within 10 days from the date of receipt of this order and rejoinder, if any, will be filed within three days thereafter. 5.6 Pursuant to the order passed by the Hon'ble Supreme Court, the C.P. came up for hearing on 17/12/2013 on which date, by consent of the Parties, the following ad-interim orders were passed. i. That Respondent No. 1 shall not raise any new debt or issue any guarantees without the consent of the Petitioners. ii. That the Respondents shall not alienate, encumber or dispose of any of their movable and/or immovable assets, except in the usual course of business. iii. That the Respondents shall not open any new bank accounts except with the ICICI Bank, as mandated by letter dated December 6, 2013. iv. That the Respondents agree that no expense wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the committee shall decide on or before December 29, 2013 whether the data, documents and informations in regard to the Company in the possession of the E & Y is required to be made available to the auditors as specified in Clause (v) above, and if so, to pass appropriate directions in that regard. xiii. The auditors appointed under Clause (v) above shall submit an interim report to the Company Law Board, on or before January 4, 2014, with a copy to the Petitioners and Respondent No. 1. xiv. The auditor appointed under Clause (v) above shall submit a final report to the Company Law Board on or before January 31, 2014, with a copy to the Petitioners and Respondent No. 1. The auditor shall also make further interim reports, if required. The costs of the auditor in Clause (v) shall be paid and borne out by the Respondent No. 1. xv. The application in Company Petition for interim reliefs and the Company Application No. 271 of 2013 (under Section 45 of the Arbitration and Conciliation Act, 1996) shall be placed on board on January 7, 2014 for hearing. Parties are agreed that implementation of this order and the exercise to be undertaken hereinabove shall in no manner be affect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n seized of an action in a matter in respect of which the Parties have made an agreement referred to in Section 44, shall, at the request of one of the Parties or any person claiming through or under him, refer the Parties to arbitration, unless it finds that the said agreement is null and void, inoperative and incapable of being performed." Section 45 contemplates that a judicial authority must refer the Parties to arbitration provided the following requirements are fulfilled. a. A judicial authority is seized of an action in the matter of which the parties have made an agreement for arbitration. b. One of the Parties to the Agreement makes a request for referring the Parties to the arbitration. c. The judicial authority does not find that the arbitration agreement is null and void or inoperative or incapable of being performed. 9. It is pertinent to point out here that few relevant clauses of the Share Holders Agreement (hereinafter referred to as "SHA" in short):- 30. Violation of Shareholders Agreement: The Parties agree that each Party shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing jurisdiction to grant the same. The pursuit of equitable or injunctive reliefs shall not be a waiver of the duty of the Parties to pursue any remedy for Losses through the arbitration described in this Clause 32.5. d. The Parties hereby agree and acknowledge that Part I (except Section 9) of the Arbitration and Conciliation Act, 1996 shall not apply and no Party to any dispute shall claim the application of Part I (except Section 9) of the Arbitration and conciliation Act, 1996. 10. It is further evident from perusal of the AOA of the Company that the aforesaid provisions of the SHA has been incorporated therein. The language of the Arbitration clause as contained in the SHA is identical in Article 148 of the AOA of the Company. However, clause 30 of the SHA had been framed as Article 149 in the following form: "Article 149 Nothing shall preclude a Party from seeking interim equitable or injunctive relief or both, from any court having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall not be waiver of the duty of the Parties to pursue any remedy for losses through the arbitration described in this Article 149". 11. Further Article 150 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and therefore, the CLB has no option but to relegate the parties to settle their dispute through the mechanism of the Arbitration as contemplated in the SHA and AOA of the Company. 16. Elaborating on the reasoning of the aforesaid conclusion, Mr. Seervai submitted that the art of drafting of any petition containing the averments and reliefs, in such a manner which may indicate that the disputes raised in the petition and reliefs sought for therein are incapable of being arbitrable, cannot be a reason to defeat the right of the Parties to get their disputes resolved through mode of arbitration to which the Parties have specifically agreed. Further, according to him, the legislation in its own wisdom has framed this law by adopting the provisions of "New York Convention" for the purpose of growth of international trade etc. otherwise, no foreigner would come forward to invest their monies, if they are asked to undergo a cumbersome legal process despite there being an arbitration clause, in case any dispute arises in relation to subject matter of the agreement or in connection therewith, between the Parties. 17. Taking me through the para Nos. 69 to 73 of the decision in the case of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said decision is distinguishable from the case of Chloro Control (Supra). He added that the principle as laid down in the case of Chloro Control (Supra) supports his contention that for reference to Arbitration, the finding as to whether the disputes are arbitrable is a pre-condition. He further pointed out that the decision in the case of Chloro Control (Supra) was delivered by three judges namely Hon'ble Mr. Justice S.H. Kapadia, C.J. Mr. Justice A.K. Patnaik and Mr. Justice Swatanter Kumar, whereas the decision in the case of World Sports (Supra), has been delivered only by two judges i.e. Hon'ble Mr. Justice A.K. Patnaik and Mr. Justice Fakkir Mohamed Ibrahim Kalifulla. Besides, Mr. Janak Dwarkadas in the course of his submissions has also referred to the following decisions to support his arguments. a. Beattie V/s. E & F. Beattie Ltd. [1928] All England Law Reports Annotated Vol. 3. b. Haryana Telecom Ltd. V/s. Sterlite Industries (India) Ltd. [1999] 5 SCC 688. c. Ferani Hotels Pvt. Ltd. V/s. Nusli Neville Wadia & Ors.. d. Modi Entertainment Network & Anr. V/s. W.S.G. Cricket Pte. Ltd. [2003] 4 SCC 341. e. Smt. Sudershan Chopra V/s. Company Law Board.; [2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e II(3) of the New York Convention, states: "The words "null and void" may be interpreted as referring to those cases where the arbitration agreement is affected by some invalidity right from the beginning, such as lack of consent due to misrepresentation, duress, fraud or undue influence. The word "inoperative" can be said to cover those cases where the arbitration agreement has ceased to have effect, such as revocation by the parties. The words "incapable of being performed" would seem to apply to those cases where the arbitration cannot be effectively set into motion. This may happen where the arbitration clause is too vaguely worded, or other terms of the contract contradict the parties' intention to arbitrate, as in the case of the so-called co-equal forum selection clauses. Even in these cases, the courts interpret the contract provisions in favour of arbitration." 28. The book 'Recognition and Conferment of Foreign Arbitral Awards: A Global Commentary on the New York Convention' by Kronke, Nacimiento, et al. (ed.) (2010) at page 82 says: "Most authorities hold that the same schools of thought and approaches regarding the term null and void also apply to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion agreement is null and void, inoperative or incapable of being performed, and not on the fraud or misrepresentation have to be inquired into while deciding the disputes between the Parties. b. In the case of Chloro Controls India Pvt. Ltd. V/s. Severn Trent Water Purification Inc. & Ors. [2013] 1 SCC 641, the Hon'ble Apex Court has held as under: 61. The language of Section 45 read with Schedule I of the 1996 Act is worded in favour of making a reference to arbitration when a party or any person claiming through or under him approaches the court and the court is satisfied that the agreement is valid, enforceable and operative. Because of the legislative intent, the mandate and purpose of the provisions of Section 45 being in favour of arbitration, the relevant provisions would have to be construed liberally to achieve that object. The question that immediately follows is as to what are the aspects which the court should consider while dealing with an application for reference to arbitration under this provision. 62. The 1996 Act makes it abundantly clear that Part I of the Act has been amended to bring these provisions completely in line with the Uncitral Model Law on I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he legislative intent of enlarging the scope of the words beyond "the parties" who are signatory to the arbitration agreement. Of course, such applicant should claim through or under the signatory party. Once this link is established, then the court shall refer them to arbitration. The use of word "shall" would have to be given its proper meaning and cannot be equated with the word "may" as liberally understood in its common parlance. The expression "shall" in the language of Section 45 is intended to required the court to necessarily made a reference to arbitration, if the conditions of this provision are satisfied. To that extent, we find merit in the submission that there is a greater obligation upon the judicial authority to make such reference, than it was in comparison to the 1940 Act. However, the right to reference cannot be construed strictly as an indefeasible right. One can claim the reference only upon satisfaction of the prerequisites stated under sections 44 and 45 read with Schedule I of the 1996 Act. Thus, it is a legal right which has its own contours and is not an absolute right, free of any obligations/limitations. 70. Normally, arbitration takes place between ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tory as well as the non-signatory parties. In other words, "intention of the parties" is very significant feature which must be established before the scope of arbitration can be said to include the signatory as well as the non-signatory parties. 73............ c. Swiss Timing Ltd. V/s. Organising Committee, Commonwealth Games 2010, Delhi [28/05/2014], in this case, it is held that "in exercising powers under section 11(6) of the Arbitration Act, the Court has to keep in view the provisions contained in Section 8 of the Arbitration Act, which provides that a reference to arbitration shall be made if a party applies not later than when submitting his first statement on the substance of the dispute. In contrast, Section 45 of the aforesaid Act permit the Court to decline reference to arbitration in case the Court finds that the agreement is null and void, inoperative or incapable of being performed." d. In the case of Escorts Finance Ltd. V/s. G.R. Solvents and Allied Industries Ltd. Ors. [1999] CLB 323 in which it has been held that "Section 8 enjoins a judicial authority which admittedly the Company Law Board is, to refer disputes which the parties have agreed for referring t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he matter cannot be referred to arbitration. Granting of relief in proceedings under section 397/398 is discretionary depending on the facts of a case. If the Company Law Board comes to a conclusion that appropriate relief justified in a particular case can be granted by an arbitrator, then, there is no reason why the matter cannot be referred to arbitration. In other words, even in a section 397/398 petition, if the party applying for referring the matter to arbitration is in a position to establish that there are bona fide disputes arising out of and in connection with an arbitration agreement, and that the arbitrator could settle the disputes by appropriate reliefs, then, the Company Law Board will have to refer the parties to arbitration in terms of section 8 or section 45, as the case may be, of the Arbitration Act. Perhaps, that is the reason why section 34 of the Arbitration Act of 1940 provided for staying of the proceedings but presently in terms of section 8 and section 45 of the Arbitration Act, such a stay of proceedings is not possible other than referring the parties to arbitration. 21. Having gone through all the aforesaid decisions, I would like to point out that i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rbitration Act against the BCCI came to be filed before the Hon'ble High Court of Bombay praying for permanent injunction against the BCCI from acting on the termination letter dated 14/03/2009 and for preventing the BCCI from granting the rights under the agreement dated 21/01/2008 to any third party. In the said petition, the application for temporary injunction was dismissed holding that it would be for the arbitrator to consider whether the Facilitation Deed was void on account of fraud and misrepresentation and that the arbitration must proceed and the court would not intervene in the matters governed by Arbitration Act. 26. Against this order an appeal was preferred before the Division Bench of Hon'ble Bombay High Court. The Division Bench allowed the appeal and granted temporary injunction against which an Appeal was preferred before the Hon'ble Supreme Court. The Hon'ble Supreme Court confirmed the decision of the Hon'ble Trial Court holding that the arbitration agreement under clause 9 is wide enough to bring the dispute within the scope of arbitration. It appears that the Hon'ble Apex Court keeping in mind that the nature of the disputes raised in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... adas, that the CLB has been conferred with wide powers which an arbitrator does not enjoy under the Arbitration Act. In the case of M/s. Bennet Coleman & Co. (Supra) and in various other decisions, it has been held that once the allegations of oppression and mismanagement are proved, the CLB in exercise of the rights and powers conferred upon it by virtue of Section 402 of the Act, is capable of passing such orders as it may deem fit not only limited to bringing an end to the acts of oppression but keeping in mind the paramount interest of the Company and its stake holders/shareholders, it may pass such further orders which are not even prayed for in the petition. Considering this point, from the said angle, there may be certain cases, in which looking into the nature of disputes and the reliefs sought for, an arbitrator may not be capable to decide such disputes and controversies raised owing to the limited powers conferred upon him under the Arbitration Act. The arbitrator may also not be able to grant necessary reliefs so as to prevent the acts of oppression and mismanagement in the affairs of the Respondent Company. Therefore, it is rightly contended by the Ld. Counsel appearin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed the submission, I find no merits in this submission. Keeping in view of the law referred to and relied upon by the Respondents in the cases of Svenska Handelsbanken & Ors. V/s. M/s. Indian Charge Chrome Ltd. & Ors. [1994] 2 SCC 155, and Olive Healthcare V/s. Lannett Company Inc. & Anr. [2012] 3 Bom.C.R. 36, this plea is rejected. 36. It is pertinent to note here that the interim report filed by Deloitte has been seriously challenged by the Respondents through their application No. C.A. No. 114 and they have sought rejection of this report on the ground stated therein. It is therefore, deemed appropriate that the application filed on behalf of the Respondents be considered before entering into consideration for grant of further interim reliefs. 37. The Ld. Sr. Counsel appearing for the Respondents has attributed reasons appearing herein under. 38. Mr. Seervai pointed out that, on 27/12/2013, the Chairman of the Committee headed by Mr. Shyam Mehta Sr. Advocate appointed under order dated 17/12/2013, passed an order inter alia, directing E & Y to forthwith hand over all the data, documents and information in their possession with regard to the Respondent No. 1 Company to Deloitt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors. However, refused to accept the data, information and documents forwarded to Deloitte under cover of the letters dated 17/02/2014 and 18/02/2014, as the same was not secured by E & Y from the Respondent No. 1 Company or its bankers and/or statutory auditors. 42. Taking me through the record, Mr. Seervai further pointed out that, on 28/02/2014, Deloitte moved an application before the Committee, inter alia, for a direction as set out therein. The Ld. Sr. Counsel then pointed out that on 20/03/2014, the Chairman of the Committee passed another order, inter alia, directing the Respondents to comply with the order dated 23/01/2014. The Respondent No. 1 Company was directed to provide the bank statements in respect of the bank accounts mentioned in the application and Deloitte was also permitted to directly approach the Statutory Auditors and raise such queries and seek such clarifications as they desire. 43. According to Ld. Sr. Counsel, pursuant to the order dated 20/03/2014, the Respondent No. 1 Company through its Chairman addressed a letter to Deloitte dated 1/04/2014, stating that the Respondent No. 1 Company was ready to accept the data, information and documents forwarde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thenticated by the Respondent No. 1 Company, is non-est and null and void ab-initio and ought to be rejected. 45. Next point argued by Mr. Seervai is that the Interim Report more or less is a duplicate of the data produced by E & Y. Therefore, according to him, it appears that the effects made by Deloitte were nothing more than an attempt to appease the Petitioners. Further, M/s. Grant Thornton was appointed to be the Internal Auditors of the Respondent No. 1 Company by the Petitioners. He submitted that the Interim Report fails to even mention about the contents and coverage of the Internal Audit Report for the period April 2012 to December 2012 (9 months period) on various matters related to the Respondent No. 1 Company which was submitted by M/s. Grant Thornton in July 2013. It was therefore, argued that the Interim Report is biased, arbitrary, grossly inadequate and suppressive of important relevant facts and is not worth consideration by this Hon'ble Board. 46. The Ld. Sr. Counsel then attracted my attention to some documents and submitted that the BSR letters were addressed by it after going through the 'Tally' data of the Respondent No. 1 Company and found few ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s order. However, the Company not only refused to accept the documents but also failed to provide to Deloitte the necessary data information and documents as per their request. The Respondents also failed to organize a meeting with M/s. BSR, the statutory auditor of the company. According to the Ld. Counsel, the action of the Respondents were not only counter productive to the impact assessment, but were also in contravention of the Committee's order. As a consequence of the Respondents deliberate non-cooperative attitude, Deloitte was compelled to approach the Committee to seek appropriate directions, yet the Respondents made every attempt to derail the impact assessment process initiated by Deloitte with a view to delay the matter. Under these circumstances, Deloitte acting in accordance with the provisions of various orders passed by CLB and the Committee, prepared and submitted the Interim Report on 2/04/2014. It was, therefore, contended that the Company Application is ex-facie, misconceived, frivolous and malicious and ought to be dismissed. 50. I have considered the rival submissions and perused the record. From the critical analysis of the material available on record, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n terms of Clause 32.5 of the SHA. 54. It is a settled proposition of law that while granting an ad-interim injunction order, the Court is required to examine three essential ingredients. Firstly, prima facie case in favour of a party who seeks an ad-interim injunction orders. Secondly, balance of convenience and thirdly, question of irreparable loss. In other words, the court while granting or refusing to grant ad interim injunction should exercise sound judicial discretion to find out the amount of substantial mischief or injury which is likely to be caused to the parties, if the injunction is refused as compared with that it is likely to be caused to the other side, if the injunction is granted. In light of the above law, I will consider the submissions advanced by the Ld. Counsel appearing for the respective parties. 55. It was argued on behalf of the Petitioners that the Respondents have committed serious financial irregularities in conducting the affairs of the R1 Company. It is alleged that the Respondents have siphoned off huge funds running into crores of rupees to their personal benefits. According to the Petitioners, the Respondents have also misappropriated the assets ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... BSR directly from Axis Bank (as at 31/03/2013), include details of certain bank accounts in the name of the Company, which did not appear in the trial balance of the Company, for the year ended 31/3/2013. 57. Elaborating the said charges made by the Petitioners against the Respondents, the Ld. Sr. Counsel appearing for the Petitioners has pointed out huge differences among the Balance confirmations of vendors/customers of the company which are prepared on the basis of the data, information and documents received from M/s. BSR, E & Y and Deloitte etc. The said difference for the sake of convenience being tabulated in the following form:- 58. The Ld. Sr. Counsel for the Petitioners submitted that the above figures show that the company and the respondents have inflated the amounts payable to/receivable from the vendors/customers of the Company in order to portray an incorrect picture of the actual turnover and results of operations of the Company. 59. Next point argued by the Ld. Sr. Counsel for the Petitioners is that Deloitte was not provided with the Fixed Assets Register (FAR) as of March 31, 2013, by the Company. According to him, the Company has provided to Deloitte an edita ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed assets register. 63. Thereafter, the Ld. Sr. Counsel for the Petitioners has pointed out certain discrepancies in relation of the Bank A/cs. As per the BSR letter dated September 2, 2013, the bank confirmations received from Axis Bank by BSR included four bank accounts of the Company, viz. Axis "Bank A/c 910020034145883 ("Axis A/c 5883"), Axis Bank A/c 911020041891941 ("Axis A/c 1941"), Axis Bank A/c 91204000538464 and Axis Bank A/c 912020024205740, which did not appear in the trial balance of the Company for the year ended March 31, 2013. Deloitte has stated in its interim report that the transactions entered into by the Company with respect to two bank accounts have now been recorded in the set of financials provided to them. Therefore, the accounting records provided by the Company to BSR and to Deloitte are different. Further, as per the Interim Report, the bank statements provided to Deloitte by the Company showed significant transactions in one of the four aforementioned accounts, viz. Axis Bank A/c 5883. While BSR has stated that the transactions for Axis A/c 5883 were not appearing in the trial balance for FY 2012-13. 64. Further, as regards to Axis A/c 1941, the Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed under section 397/398 of the Act. In this regard, in my view, the examination of one more aspect is of utmost importance and that is the intention of the Parties. Intention of the Parties can be gathered from the close scrutiny of the terms and conditions of the SHA, averments made in the petition and the reliefs sought for. I have critically examined the nature and disputes raised and reliefs sought in light of the terms and conditions contained in the SHA. It is evident from the bare perusal of the aforesaid documents that this is not a case where the Petitioners being the shareholders of the Company are inclined to exit out from the Company on receiving fair value of the shares held by them in it. Reposing their trust upon the Respondents, the Petitioners have invested huge sum of money in this Joint Venture. They seem still interested to run this Company and go on with the Company's business. There is nothing on record to show that objective of the Petitioners to file this petition is to grab the control of this Company, as suggested by the Respondent Group. Had they such intention, their nominee directors would not have resigned from the Board of the Company. To my ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the explanation offered by the respondents in respect of the various differences pointed out by their own statutory auditors as well as by Deliotte who was appointed as an independent auditor under a consent order passed on 17/12/2013. It is difficult for me to accept the contention of the Ld. Sr. Counsel for the respondents that Deloitte has not acted fairly and on account of fraternity, or that Deloitte under the influence of the petitioner group has submitted the report on the basis of the information received from the E & Y unilaterally without giving an opportunity of proper hearing to the Respondents as directed by the Chairman of the committee appointed under the Consent order by the CLB. In my opinion, the contentions raised on behalf of the Respondents cannot be accepted having regard to the entire analysis of the facts and the material and the documents available on record. In my view prima facie a case of acts of oppression and mismanagement in the affairs of the Company stands proved. For the reasons discussed hereinabove, I hold that the Petitioners have succeeded to prove a prima facie case in their favour for grant of ad-interim orders. 73. The next question that a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... single day in the name of the Respondent No. 1 Company for an amount exceeding Rs. 50,00,000/- (Rupees Fifty lakhs only) without prior approval of the Petitioners. Further, all expenditure exceeding Rs. 50,00,000/- shall be made through cheque/Demand Draft/Pay Order only. The Petitioners if required, may ask the details of expenditure exceeding Rs. 50,00,000/- to which the Respondents shall be bound to submit their response. In case, no approval is received within 24 hours, it may be presumed that the Petitioners have no objection and payment may be proceeded accordingly. e. Both the sides shall nominate their one representative each to carry out the physical verification of the containers belonging to the Company and after completion of this assignment within a period of 45 days, a report will be submitted to the Board by them before the next date fixed. The Respondents shall extend their co-operation to comply with this order. f. Upon receipt of 3 days advance notice indicating date, time and details of the documents sought to be inspected, the Petitioners shall be allowed inspection of all such documents at the registered office of the Company, to which they are entitled to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ICICI Bank without prior approval of the Bench. The Respondents shall furnish the statement of Bank accounts of the Company on fortnightly basis to the Petitioners. Further, if any account is being maintained by the Company in other Banks, the same shall be disclosed by the Respondents to the Petitioners immediately. d. The Respondent Nos. 2 to 8 shall not make any expenditure in a single day in the name of the Respondent No. 1 Company for an amount exceeding Rs. 50,00,000/- (Rupees Fifty lakhs only) without prior approval of the Petitioners. Further, all expenditure exceeding Rs. 50,00,000/- shall be made through cheque/Demand Draft/Pay Order only. The Petitioners if required, may ask the details of expenditure exceeding Rs. 50,00,000/- to which the Respondents shall be bound to submit their response. In case, no approval is received within 24 hours, it may be presumed that the Petitioners have no objection and payment may be proceeded accordingly. e. Both the sides shall nominate their one representative each to carry out the physical verification of the containers belonging to the Company and after completion of this assignment within a period of 45 days, a report will be su ..... X X X X Extracts X X X X X X X X Extracts X X X X
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