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TMI Blog2022 (5) TMI 146X X X X Extracts X X X X X X X X Extracts X X X X ..... . However, no representation is stated to have been made by the respondents in this regard. Thereafter the ROC marked the R1 Company as having management dispute . This Tribunal is of the view that due compliance of Section 169 of the Companies Act, 2013 has been done in removal of Respondent No. 2 and 3 from directorship of the Respondent Company. On the above basis, it is proved that the Respondent No. 2 and 3 have committed acts of oppression and mismanagement against Petitioners as well as the Respondent Company. Petition allowed. - CP No. 1738/KB/2019 - - - Dated:- 22-4-2022 - Rohit Kapoor , Member ( J ) And Harish Chander Suri , Member ( T ) For the Appellant : Shaunak Mitra and Avik Chaudhuri , Advocates For the Respondents : Anil Dubey , PCS ORDER Harish Chander Suri , Member ( T ) 1. The Petitioners have filed this CP No. 1738/KB/2019 alleging fraudulent removal of Petitioner No. 1, 2 and 3 from directorship of the Company by attaching false resignation letters bearing forged signatures of the Petitioners in e-Form DIR-12 filed by the respondents. The Petitioners have also cited several instances of oppression and mismanagement perpetrated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transfer shares to KRISHNA KUMAR RUNGTA on the pretext that KRISHNA KUMAR RUNGTA shall infuse required funds as and when required by the Respondent Company. Relying on the aforesaid commitments of the said respondent, the Petitioners inducted KRISHNA KUMAR RUNGTA on Board of the Company w.e.f. 12.01.2013 and shares were also allotted and transferred by the Petitioners to KRISHNA KUMAR RUNGTA. The Petitioners have further contended that Respondent No. 2 and 3 during this process of induction of KRISHNA KUMAR RUNGTA in the Respondent Company made certain assurance to KRISHNA KUMAR RUNGTA and extorted huge sum of money from him as a precondition to induct him in Respondent No. 1 Company. All this was done at the back of petitioners and Respondent No. 1 Company. The Petitioners came to know about this act of Respondents No. 2 and 3 only when KRISHNA KUMAR RUNGTA wrote a letter to the Respondent Company dated 4th February, 2016 vide which he informed about the commitments made to him by Respondent No. 2 and 3. 5. It is further the case of the Petitioners that on perusal of the said letter the petitioner came to know that Respondent No. 2 had entered into a Memorandum of Understanding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9 for convening Board Meeting to be held on 09.06.2019 was issued to all directors including Respondent No. 2 and 3 for the purpose taking on record the special notice and calling the necessary general meeting. 8. It is the case of the Petitioners and pertinent to mention that Respondent No. 2 and 3 apprehending their removal, on 06.06.2019, that is just a couple of days before the scheduled Board Meeting, filed with MCA, purported e-form DIR 12 for cessation of Petitioner No. 1, 2 and 3 by attaching their false resignation letters having forged signatures to the said e-form. Said DIR 12 e-form being a Straight Through Process form got immediately taken on record without any scrutiny of records by the ROC. The Petitioners have contended that had it been a matter of removal of director then in that case DIR-12 filed for removal get approved only after scrutiny of the form by the ROC and hence, Respondent No. 2 resorted to the convenient and illegal means of false resignations to deprive the Petitioners to continue with the removal procedure. It is further the case of the Petitioners that Petitioner No. 1, 2 and 3 came to know about aforesaid illegal act through auto generated e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the land without any authority. The Respondents have also contended that the Petitioners have misappropriated funds of the Company. 15. In defence to the aforesaid contentions/allegations of the Respondents, the Petitioners have submitted the following: (a) That the shareholding of the Petitioners is just and proper. The transfer of shares from KRISHNA KUMAR RUNGTA to the Petitioner No. 1 was approved by majority directors of the Company and effectuated at a Board Meeting held on 08.04.2019, which was attended by Respondent No. 2 and 3 themselves. (b) The land was already occupied and encroached at the time of entering the development agreement and the Landlord i.e. Baptist Church Trust Association had undertaken to get the land vacated. The Respondent No. 2 and 3 were very well aware of the said circumstance at the time of entering into the agreement dated 12.11.2010 with the Respondent Company. (c) The Respondents have not submitted any evidence in respect of their alleged payment of Rs. 6,82,14,194/- to Petitioner No. 1. The Respondents have already filed an F.I.R. in the said matter with court of A.C.J.M.-VII, Patna. The Hon'ble Court has already grante ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany. The Petitioners have further submitted that ever since their false resignation, Respondent No. 2 and 3 failed to perform their duties. 16. On the basis of contention of both the parties following issues arises for determination: (a) Whether the alleged act of the Respondents amounts to oppression and mismanagement against the Petitioners? (b) Whether e-Form DIR-12 filed for the cessation of Petitioner No. 1, 2 and 3 from directorship of the Respondent Company is illegal? (c) Whether transfer of shares from Mr. Krishna Kumar Rungta to Petitioner No. 1 is legal? (d) Whether the removal of Respondent No. 2 and 3 from directorship by shareholders of the Respondent Company under Section 169 of the Companies Act, 2013 is legal? 17. Admittedly, in this case, Petitioner No. 1, 2 and 3 are promoter directors (Petitioner No. 1 is Managing Director) and shareholders in the Respondent Company holding 30% (Thirty percent) shares of the Respondent Company together with other petitioners and few Kith and Kin, whereas, Respondent No. 2 and 3 are also directors of the Respondent Company holding 40% (Forty percent) shares. Rest 30% (Thirty percent) shares were held ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to be in order. Respondent Nos. 2 and 3 did not produce the Resignation letters with original signatures of petitioner Nos. 1, 2 and 3, which are supposed to be with Respondent Nos. 2 3, even on specific directions during the course of hearing. 21. The main subject matter of the Petition is the fraudulent removal of Petitioner No. 1, 2 and 3 from directorship of the Respondent Company. The Petitioners have contended that the Respondents have filed false resignation letters of Petitioner No. 1, 2 and 3 with the Registrar of Companies, Bihar. They have alleged that no resignation letter was ever submitted by any of the said Petitioners and that the Respondents have forged their signatures. 22. In the instant case, no evidence has been submitted by the Respondents in relation to compliance of procedural aspects while giving effect to the said resignation. No document relating to meetings of Board of Directors for taking note of the resignations has ever been produced by the Respondents. Moreover, on receipt of complaint from the Petitioners, the Registrar of Companies, Bihar took cognizance in the matter and issued a show cause notice dated 20.06.2019 to the Respondents seek ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eat unanimously approved the resolution under Section 169 of the Companies Act, 2013 for removal of Respondent No. 2 and 3 from directorship of the Company. Also, the Petitioners vide letter dated 19.07.2019, informed the Registrar of Companies about the said removal of Respondent No. 2 and 3 from directorship of the Respondent Company. 26. The Petitioners have submitted following documents evidencing the compliance of Section 169 in removal of Respondent No. 2 and 3 from directorship of the Respondent Company: (a) Copy of Special Notice dated 20th April, 2019 along with proof of service to the Respondent No. 2 and 3. (b) Copy of representation letter dated 13th May, 2019 of Respondent No. 2 and 3 received by the Respondent Company. (c) Copy of notice of Board Meeting dated 29th May, 2019 along with proof of service to Respondent No. 2 and 3. (d) Minutes of Board Meeting held on 09th June, 2019 (e) Copy of notice of Extra-Ordinary General Meeting to be held on 08th July, 2019, along with proof of service to Respondent No. 2 and 3. (f) Minutes of Extra-Ordinary General Meeting held on 08th July, 2019 27. Upon perusal of the aforesaid documents, th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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