9911796707
TMI Blog2022 (6) TMI 14X X X X Extracts X X X X X X X X Extracts X X X X ..... g the following relief: * Appoint the Petitioner as the Administrator of the 1st Respondent Company pending disposal of the instant proceedings, or in the alternative appoint an Independent Administrator to manage the affairs of the company pending disposal of the instant proceedings. 2. The Company Petition No. CP/43/KOB/2021 has been filed under Section 241-242 of the Companies Act, 2013 read with Rules 11 & 32 of NCLT Rules, 2016 seeking the main reliefs: a) Regulate the affairs of the company and restrain Respondents 2 & 3 from appointing any managing director or other directors; and set aside, declare invalid and negate any such appointments made at the behest of Respondents 2 & 3. b) To direct the Respondent Nos. 2 and 3 to res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Petitioner and his team, but the respondents sidelined the petitioner, who worked very hard to build up the Company, which, due to the mismanagement of Respondent Nos. 2 and 3 is falling down. In fact, sincere and loyal employees of Respondent No. 1 genuinely interested in the wellbeing of the company have anxiously alerted the Petitioner that, as of date more than 300 customers from projects successfully executed by the Petitioner and his team are incessantly complaining of lack of maintenance and follow up service, which is highly essential for continuing the business of the 1st Respondent Company. 5. Facts being so, the petitioner came to know that the 2nd and 3rd respondents have clandestinely established a competing business und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the company for the use of the Petitioner has expired in the interregnum. 8. The financial position of the 1st Respondent Company is in utter disarray. The Petitioner came to know that the 2nd Respondent is making purchases of GI Pipes, Paint and allied construction materials necessary for construction of house of the 2nd Respondent from the funds of the Company, and he is misappropriating the funds of the 1st Respondent Company which would severely impact the liquidity of the company. The financial statements of the company are in complete disarray since the 2nd and 3rd Respondents are disabling the Petitioner or the statutory auditor from accessing the books of accounts of the 1st Respondent Company. The auditor has addressed an em ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and conditions as appear to it to be just and equitable." 12. On a reading of the materials placed on record and on hearing both the parties who appeared, we have to see whether this is a fit case to appoint an Administrator to manage the affairs of the 1st respondent Company. The petitioner has brought out strong grounds for this purpose which is supported by the R2 appeared. R1 & 3 did not appear. Hence, it is presumed to be taken that they have no objection in such an appointment. 13. The forgoing discussion clearly indicates that all is not well in the affairs of the 1st respondent Company. It appears that the respondents are violating the mandatory stipulations contained in the Companies Act. The affairs of the company are to be put ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id loss made to the company, for which the Administrator can take appropriate steps. 17. The Administrator will also look into the diversion of the funds of the company to another organisation namely "Sunpeak LLP" and shall take steps to recover the money from the said company including the respondents 2 & 3 and other promoters of the said company, if such decision are against the norms laid down in the Articles of Association (AOA) of the company. The Administrator shall conduct election to the Board of Directors in accordance with clause 30 of the AOA and once the Board is elected, the Administrator shall hand over the charge to the Board relinquishing from the post of the Administrator. The NCLT appointed Administrator is also directed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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