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TMI Blog2021 (6) TMI 655X X X X Extracts X X X X X X X X Extracts X X X X ..... significant to mention that the Appellants together with the Applicant are contending that the group led by Dr. K. Mukund is falsely claiming that the Financial Statements for the year ending 2018-19 has been approved by the Board. It is also pertinent to note that the Applicant and Appellants made a request to the Auditor not to accept the fabricated Minutes and unapproved accounts of Auditing. In the light of this deadlock and taking into consideration that it is a Hospital and specially keeping in view that the Hospital is involved in the critical care of patients, pertinently in today s scenario, it can be concluded that such a deadlock is unhealthy both for the Companies, its shareholders and in the public interest and for all the aforenoted reasons, we allow this Application and direct the parties to file a Panel of three names/persons within 10 days - application allowed. - I.A. No. 395 of 2021 in COMPANY APPEAL (AT) No. 77 of 2019 COMPANY APPEAL (AT) No. 105 of 2019 - - - Dated:- 10-6-2021 - [Justice Jarat Kumar Jain] Member (Judicial) And [Ms. Shreesha Merla] Member (Technical) For the Appellants : Mr. Naveen R. Nath and Mr. Rahul Jain, Advocates For the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .; Learned NCLT had given liberty to Registrar of Companies (ROC) to appropriate action against Companies and all those who are connected with multiple violations. As the investigation has not commenced till date, there is an apprehension that the management is likely to tamper with the records of the Companies. 5. The Learned Counsel for the Applicant drew our attention to Annexure A-3 which is the email dated 10.02.2021 signed by four directors namely Dr. K Mukund, Dr. Suresh Suratkal, Dr. MC Suvarna, Dr. Bhaskar Bappal, Dr. Errol Pinto addressed to Dr. Joe Verghese head of the minority group alongwith Dr. R. L. Kamath and Dr. A.G. Jayakrishnan (the Applicant herein). The sum and substance of the email is that the Managing Director of the Company had already called for a Board Meeting on 30.09.2020 but due to Covid, the same was not convened and the same was postponed to 05.12.2020. Therefore, the notice sent by Dr. Joe Verghese and the Applicant herein calling for another Board Meeting on 30.11.2020 is without authority, illegal and invalid. The proceedings are invalid and non-binding and it further states that the head of the minority group and Applicant herein sho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th. Group of Auditors Mr. Narasimha Co. (Internal Auditors) and Mr. Thyagrajan Co. (Statutory Auditors) have conducted the Audit and submitted the report to Hon ble CLB through independent Chairman Amirulla Millath. It is submitted that another Application was filled by the Appellants herein before the CLB, Chennai seeking to appoint an independent Chairman for supervision of Audit of Company and thereafter Audit was conducted for 3 years by Gopinath Shenoy Co. as per the CLB direction under the supervision of independent Chairman E. Selvaraj who replace Mr. Amirulla Millath and he submitted Reports to CLB Chennai and NCLT, Bengaluru Bench thereby regularizing the accounts of the Respondent Company from 2014-2015 to 2017-2018. Thereafter the management is conducting both internal Audit through independent Auditors and statutory Audit through Mr. Gopinath Shenoy Co. till today. All the Financial Statements of the Respondent Company are in Public Domain and the Financial Statements are prepared, audited and filed by CLB appointed independent Chairman and Chartered Accountants. All the Financial Statements including Director s Report, Independent Auditors Report, B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the year ending 31.03.2019 is circulated to all the Directors who were present in the Board Meeting dated 27.02.2021; that the current management has support of the majority shareholders of the Company and they were appointed by following due procedures of the Companies Act; that the main Revenue source of the Company is the 2nd Respondent himself; that the Applicant is working in Sri Lanka since 2016 and there is no need of appointing any independent Chairman; as the Company is facing huge financial crisis there are no funds to pay as already several lakhs of rupees were spent for the fees of the administrator and hence sought for dismissal of the Application. 10. By way of rebuttal the Applicant filed an Affidavit deposing that he is not associated with either of the disputing factions and has been praying for appointment of independent Chairperson and for directions for conducting a forensic Audit; that the Minutes of the purported Meeting dated 27.02.2021 were not even circulated to the Directors and directly filed before the Tribunal; that Dr. K. Mukund faction has manipulated all the rules of the group and committed fraud; on 26.02.2021, the Applicant wrote to the oth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pertinent to note that the Applicant and Appellants made a request to the Auditor not to accept the fabricated Minutes and unapproved accounts of Auditing. Additionally, vide a Letter dated 05.03.2021, it was informed that the Board Meeting scheduled on 06.03.2021 has been postponed. In the light of this deadlock and taking into consideration that it is a Hospital and specially keeping in view that the Hospital is involved in the critical care of patients, pertinently in today s scenario, we are of the considered view that such a deadlock is unhealthy both for the Companies, its shareholders and in the public interest and for all the aforenoted reasons, we allow this Application and direct the parties to file a Panel of three names/persons within 10 days with the following particulars: (i) Consent to act as an Independent Chairperson with full administrative powers. (ii) A declaration that such person is not related to any of the parties. (iii) Experience of administration and expected remuneration. (iv) Email address and Mobile No. and place of Residence. 14. The aforesaid Chairperson would administer and manage the affairs of the Company till the disposal of these ..... X X X X Extracts X X X X X X X X Extracts X X X X
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