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TMI Blog2021 (6) TMI 708X X X X Extracts X X X X X X X X Extracts X X X X ..... on 166 of the Companies Act, 2013 by filing Company Petition No.21/KOB/2020, alleging certain acts of oppression and mismanagement by the Respondents in relation to the affairs of the Company as the same is prejudicial to the interests of the Petitioners and other Shareholders. The main contention of the Petitioners in the Original Company Petition is that Respondent No. 6 in the main Company Petition had exercised undue influence over the board of Respondent No.1 and 8 Company in the main Company Petition. Similarly, mismanagement and diversion of the shareholder's funds of the Respondent No.1 to Respondent Nos. 6 to 10 Companies which are full and absolute control of Respondent No.2 and his allies, in the form of investments and Inter Corporate loans. Petitioners filed the main Company Petition on 29.06.2020 and which was heard on 20.08.2020. Interim reliefs were sought by the Petitioners against the Respondents inter alia seeking the following: - a. Seize and take legal custody of Passport of Respondent No. 2, 3,and 5 till the investigation proceedings under section 210,213 and 216 are over. b. An order regulating all operations, dealings and transactions of the Bank accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pproached several investors to raise capital to complete the project. In the Financial Statements of Respondent No.1 Company in main Company Petition, the operational right for 30 years on lease land was marked as 'Intangible Assets" for the financial year 2015-2016. Based on the Operational right granted to Respondent No.1 in the main Company Petition, the entire ticket revenue is accounted in the Current Account of Respondent No.1 in the main Company Petition. However, Respondents Nos. 2, 3, 4 and 5 diverted the collection fund to the account of Respondent No.1. Thus the Respondents violated the status quo order of this Tribunal by diverting the amount received from the daily ticket collection, transferring to the account of Respondent No.1 herein. 5. It is further stated that the original domain name https://jatayuearthcentre.com/, registered by the Respondent No.1 in the main Company Petition is an online platform to accept the online ticket bookings to Jatayu Project from the inception of the Company till 12th October 2020. Whereas even when the original domain is active, a new domain name, https://jatayuearthcentre.in/ got registered in the name of the Respondent No.1 Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petition. The grievance of the petitioner is that the Respondents violated the status quo order of this Tribunal dated 23.09.2020. The contentions of the Petitioners is that under the below two circumstances, the Respondents violated the status quo order: - (i) after the reopening of the tourist destinations as per the direction of Government of Kerala on 12.10.2020, the Respondents diverted the entire ticketing revenue into the account of Respondent No.1 Company herein and (ii) instead of the original domain name Respondent No.1 Company herein created new domain name "https:/jatayuearthcentre.in/" and activated it on 13.10.2020 and violated the order passed by this Tribunal to maintain status quo in regard to alienation of the shares, assets, tangible as well as intangible assets of the Company. 10. In order to decide whether the Respondents are guilty of civil contempt, we would like to refer to Section 2(b) of the Contempt of Courts Act, 1971, which reads as under:- "2. Definitions In this Act, unless the context otherwise requires XXXXX (b) "civil contempt" means wilful disobedience to any judgment, decree, direction, order, writ or other process of a court o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de the Bipartite Agreement dated 23.09.2015. Based on the said agreement and on receipt of the operational rights for 30 years, the Promoters of Respondent No.1 Company approached several investors to invest in the project. Respondent No.1 under the influence of the Respondent No.2 had issued a unilateral termination notice of the Bipartite agreement dated 23.09.2015. The Respondent No.1 in the main Company Petition had approached the Commercial Court, Thiruvananthapuram for relief against the unilateral termination of the Bipartite Agreement. The Commercial Court in its judgement dated 04.11.2020 observed as under: - "considering the facts of the case, it is found that till the commencement of Arbitral proceedings, strangers should not be induced in the place of 1st Petitioner because legality of the termination is probably a matter to be decided by the Arbitrator" 15. Per contra the Respondents stated that the subcontracts created by the bipartite and tripartite agreement and the right/licence available to the Respondent No.1 in the main Company Petition came to an end with effect from 14.03.2020 by virtue of termination notice dated 12.03.2020. 16. Thus, this Tribunal find f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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