9911796707
TMI Blog2021 (6) TMI 655X X X X Extracts X X X X X X X X Extracts X X X X ..... a Singh, Ms. Deepanshi Ishar and Mr. Ashkrit Tiwari, Advocates for R-5. Mr. PP Hegde, for R-2,4,6,7. ORDER [Per; Shreesha Merla, Member (T)] 1. The Company Appeal (AT) No. 77 of 2019 has been preferred by Dr. Joe Verghese, Dr. R. L. Kamath and Dr. P. Subramanya Bhat aggrieved by the Common Impugned Order dated 24.01.2019 passed in CP No. 64/2007 and CP No. 77/2010 by National Company Law Tribunal, Bengaluru Bench (hereinafter referred to as the 'Tribunal'). In the Company Petition between Dr. K. Mukund V/s. M/s. Omega Hospitals Pvt. Ltd. and 9 Ors. and Dr. Joe Verghese V/s. M/s. Omega Hospitals Pvt. Ltd. and 6 Ors. 2. Company Appeal (AT) No. 105 of 2019 is preferred by Dr. P. Mahabala Rai aggrieved by the Common Order dated 24.01.2019, passed by the Tribunal on the ground that the Tribunal has not given any findings on the aspect of oppression and mismanagement of the minority shareholders. 3. I.A. No. 395 of 2021 is preferred by the 5th Respondent, Dr. A.G. Jaya Krishnan, in Company Appeal (AT) No. 77 of 2019 seeking urgent directions for appointment of an Interim Board of Management in the 1st Respondent Company namely M/s. Omega Hospitals Pvt. Ltd. (hereinafter referred t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essed by Dr. Errol Pinto to Dr. Suresh Suratkal, Managing Director of the Company informing that due to personal reasons and other commitments he is unable to continue as Director and is hence resigning from the post with immediate effect. The Learned Counsel submitted that the urgency is with respect to the resignation of Dr. Errol Pinto on 02.11.2020 as can be seen from the aforenoted letter. He vehemently contended that due to deadlock within the Board, Members of the present Board are unable to agree even on a particular date for a Meeting nor are they able to elect the Chairperson and the group of the 2nd Respondent vehemently opposed any forensic Audit to examine question of fraud which is a necessary pre-condition to enable the shareholder to get a good value for the shares in any auction in which a third party comes forward to buy the Company. 7. It is seen from the record that two Interim Applications I.A. 2313 of 2020 and I.A. 2314 of 2020 were earlier filed on behalf of the Appellants seeking a direction for conduction of a forensic Audit in respect of the affairs and accounts of the Companies; appointment of an Independent Board of Administrative Powers to manage the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd circumstances of the case. It is submitted that Dr. A G Jayakrishnan (R-5) and the Applicant in I.A. No. 395/2021 has changed sides and is colluding with the Appellants due to which the current management is facing huge difficulty to manage the day-to-day affairs of the Hospital. Dr. A G Jayakrishnan is one of the signatories to the Bank Account of the Company and is not cooperating to sign the cheques even for the purpose of disbursement of funds for Supplier's Payment, Doctor's Payment, statutory payment and such other daily expenses of hospital etc. of the Hospital has led the operations of the Hospital to a standstill. Currently, with great difficulty, the Management is using Demand Drafts for disbursement of cash needed for the smooth functioning of its day-to-day activities and the same is duly recorded in the accounts of the Company. The Respondents 1 & 3 humbly state that on 05.11.2020 two Interim Applications (I.A. No. 2313/2020 & 2314/2020) filed by the Appellants herein were heard at length and is Reserved for Orders. Amongst the said two IAs one was seeking for appointment of Independent Board of Administration and other one for forensic Audit. The present I.A. fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng was scheduled to begin at 4:00 PM and the Applicant was not allowed to participate in the Meeting for more than 15 minutes. It was also deposed despite several phone calls he was not allowed to login till he called one of the staff members by which time substantial part of the Meeting had already taken place. It is contended that the Applicant was not allowed to participate in the Meeting deliberately. It is further deposed that the approval of the Financial Statement buttressed the motive of the Dr. K. Mukund faction to circumvent the objections raised by the other Directors regarding the functioning of the Company; that Dr. Joe Verghese, Dr. R.L. Kamath and Dr. P. Subramanya Bhat submitted the dissent note regarding their objections to the purported Meeting dated 27.02.2021 that the Minutes recorded that since the Applicant is not present, the dissent note is accepted only on behalf of the other three Directors. 11. It is further stated that the Applicant stopped signing cheques due to several irregularities and further contended that the manner in which the Applicant was denied participation in the Meeting is nothing but a sabotage and against the well settled principles of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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