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TMI Blog2022 (7) TMI 103X X X X Extracts X X X X X X X X Extracts X X X X ..... ng the affairs of the Company are responsible for bad state of affairs of the 01st Respondent Company, it is in the interest of the 02nd Respondent Group and also in the interest of the Company and all other stakeholders to keep the Petitioners away from the management of the 01st Respondent Company by appointing an independent Administrator to run the Company till the C.P. is disposed of. It is directed that Justice Shri Anand Byra Reddy, Retired Judge of the Hon'ble High Court of Karnataka, is hereby appointed as an Administrator of the 01st Respondent Company with immediate effect and shall hold office and will manage the affairs of the 01st Respondent Company until further orders of this Tribunal. Application disposed off. - C. P. No. 78/BB/2022 - - - Dated:- 24-6-2022 - Ajay Kumar Vatsavayi, Member (J) And Manoj Kumar Dubey, Member (T) For the Appellant : Abhijeet Sinha, Arijit M. and Naman Jhabakh For the Respondents : Srinivas Raghavan, Sr. Adv., Abhyudai Singh, Swati, Anish Munu, C.K. Nandakumar, Sr. Adv. and Vishwas N. ORDER Ajay Kumar Vatsavayi, Member (J) 1. The present Company Petition has been filed by M/s. Waterwalk Apartments Pvt. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent Nos. 2 to 5 to pay and/or be held liable for any acts, omissions or non-compliances including any penalties and/or disqualifications that may be levied by any statutory or other authority; k. to direct the Respondent Nos. 2 to 5 to pay the costs of the present proceedings; l. To pass an ex-parte ad-interim order appointing an administrator to manage the day-to-day affairs of the Respondent No. 1 Company with such powers as may be necessary to take such decisions and actions, in the facts and circumstances of the present case; m. To pass an ex-parte ad-interim order suspending the nominees of the Respondent Nos. 2 to 5 from the Board of the Respondent No. 1; n. To pass an ex-parte ad-interim order restraining the Respondent Nos. 2 to 5 from interfering in the affairs of the Respondent No. 1 Company in any manner possible including but not limited to entering the office premises of the Respondent No. 1 so as to cause any impediment in the day-to-day affairs of the Respondent No. 1. 2. Through the instant C.P. the Petitioners levelled various acts of oppression and mismanagement, mainly on the part of the 02nd Respondent in the affairs and management of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The Petitioner Nos. 1 and 2 and the Respondent No. 6 are jointly being referred to as the Mantri Group and the Respondent Nos. 2 to 5 are jointly referred to as the Xander Group . 4. Counters on behalf of the Respondent Nos. 2 3 have been filed and the Petitioner filed rejoinder thereto. It is stated that the Respondent Nos. 4 and 5 are not in existence as the said companies are already dissolved. The learned Counsel appearing for the Respondent Nos. 7 and 8 submits that they are not necessary parties and hence they may be deleted from the array of the Respondents of the C.P. 5. Heard Mr. Abhijeet Sinha along with Mr. Arijit M. Mr. Naman Jhabakh, learned Counsels for the Petitioners, Mr. Srinivas Raghavan, learned Senior Counsel along with Mr. Abhyudai Singh, Ms. Swati Mr. Anish Munu, learned Counsels for the Respondent Nos. 2 3 and Mr. C.K. Nandakumar, learned Senior Counsel along with Mr. Vishwas N., learned Counsel for the Respondent Nos. 7 8. We have carefully perused the pleadings of the parties and extant provisions of the Act, and the Rules made thereunder. 6. The 02nd Respondent Xander Group submits that their nominee Directors were compelled to res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er or Mantri holds more than 55% (fifty five percent) of the Shareholding, the minimum composition of the Board shall be increased to 5 (five) Directors and the Shareholder holding more than 55% (fifty five percent) of the total Shareholding shall be entitled to nominate and appoint 3 (three) Nominee Director(s) and the other Shareholder shall be entitled to nominate and appoint 2 (two) Nominee Directors. 11.2.4 In the event the Shareholding of either Xander or Mantri falls below 25.1% (twenty five point one percent), the Board shall be reconstituted with the Shareholder holding less than the 25.1% (twenty five point one percent) of the Shareholding being entitled to nominee only 1 (one) Nominee Director and causing such other Nominee Director(s) as may have been nominated by such Party to resign from the Board to give effect to the provision of this Article 11.2.4. 11.2.5 In the event of any increase or decrease in the number of Directors, the number of Directors nominated by each of Xander on the one hand and Mantri on the other hand, shall be proportionately increased or decreased as set forth in Articles 11.2.2, 11.2.3, 11.2.4 and 11.2.5, as the case may be, provided ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal time of the meeting and at the same place as the original meeting by written notice to all Directors and if a quorum is not present in such adjourned meeting, the meeting shall adjourn against to such time as mutually agreed between Xander and Mantri unless and until 1 (one) Xander Director and 1 (one) Mantri Director is present at the meeting. 9. It is the admitted case of both sides that as on date, out of the 04 Directors of the 01st Respondent Company's Board of Directors/the 02 nominees of the 02nd Respondent have resigned in February 2022 and thereby and in view of the above referred Articles of Association no Board meeting could be conducted and no action can be taken in respect of any of the affairs of the Company. The pleadings in the C.P. clearly reveals that the Petitioners' Group who are holding 50.23% shareholding and the 02nd Respondent's Group who are holding 49.77% shareholding are at logger heads and levelled serious allegations of oppression and mismanagement on each other. The Petitioners alleged that the 02nd Respondent Group itself is responsible for the present bad state of affairs of the 01st Respondent Company. On the other hand, the 02n ..... X X X X Extracts X X X X X X X X Extracts X X X X
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