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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 ..... ppropriate order, direction(s) and grant any relief under Sections 241 and 242 of the Act bringing to an end the aforesaid acts of oppressions and/or mismanagement perpetrated by the Respondent Nos. 2 to 5 and pass necessary orders and reliefs in respect thereto; c. to pass an order appointing an administrator to look after the day-today 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; d. to pass an order directing the Respondent Nos. 7 and 8 to render necessary cooperation to the Administrator for creation of mortgage over which the Respondent No. 1 Company has joint development rights so as to enable the Respondent No. 1 Company to avail financial assistance inter alia from SWAMIH Fund; e. to pass an order of permanent injunction against Xander Group restraining them from appointing their nominees on the Board of the Respondent No. 1 Company; f. to pass an order of permanent injunction from exercising any voting rights to the shares held by them in the Respondent No. 1 Company; g. to pass an order restraining the Respondent Nos. 2 to 5 from interfering in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he business of construction and development of residential and commercial townships and premises. iii. M/s. Byoyant Technology Constellations Pvt. Ltd. (previously known as Mantri Technology Constellations Pvt. Ltd.) (hereinafter called as "Respondent No. 1 Company") is an existing company within the meaning of the Companies Act, 2013. The Company was incorporated on 23rd July 2007 with Corporate Identification No. U45201KA2007PTC043436. The Authorized Share Capital of the Company is Rs. 33,00,00,000/- made up of 33,00,000 equity shares of Rs. 100/- each. The total Issued, Subscribed and Paid-up Capital of the Company is Rs. 2,49,93,190/- comprising of 24.99 lakhs equity of shares of Rs. 100/- each, fully paid up. The Company is engaged in the business of real estate development and related activities. The present shareholding of the Company is as follows: iv. The Respondents Nos. 2 & 3 are companies based in Mauritius and the Respondent Nos. 4 & 5 are companies based in the Cyprus. All such companies are owned and/or managed by the Xander Group who have been instrumental in mismanaging the affairs of the Respondent No. 1 Company and has through their acts of omission and commi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany, in terms of the interim relief vi(a) of the C.P., mainly on the ground that the 01st Respondent Company is now headless and the affairs and business of the same came to a standstill in view of the resignation of the nominee Directors of the 02nd Respondent. It is the case of the Petitioners that in the interest of the 01st Respondent Company, any competent and independent person may be appointed as an Administrator till the disposal of the C.P. On the other hand, the 02nd Respondent opposed the said prayer by submitting that the Petitioners themselves are responsible for the present bad state of affairs of the Company and if any Administrator is appointed, the Petitioners who are already facing various proceedings and prosecutions will escape from the same. 8. Annexure-B Articles of Association of the 01st Respondent Company pertaining to the composition of the Board and the Quorum for conducting the meetings of the Board, which are crucial for a proper functioning of any Company are as under: "11.2 Composition of the Board 11.2.1 The Board shall comprise of a minimum of 4 (four) Directors and a maximum of 12 (twelve) Directors. Subject to the provisions of the Act, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11.2.6 For the avoidance of doubt, it is clarified that in the event a Shareholder Transfers any Shares and the Third Party transferee is entitled to appoint a Director, the transferor Shareholder shall proportionately reduce the number of Directors nominated for appointment by it. 11.2.7 For so long as Mantri is entitled to nominate and appoint a Director in accordance with the Shareholders Agreement and there Articles, Mr. Sushil Mantri shall be one of the nominee Directors of Mantri on the Board. It is clarified that the aforesaid obligations of Mr. Sushil Mantri to remain the nominee Directors of Mantri, on the Board, shall remain valid only till such time as Mr. Siddhartha Yog is one of the nominee Directors of Xander on the Board. 11.8.2 Quorum The quorum for a meeting of the Board shall be 1/3rd (one third) of its total strength (any fraction contained in that one-third being rounded off as one), or 2(two) Directors, whichever is higher, -provided however: (i) for so long as Xander holds at least 25.1% (twenty five point one percent) of the Shareholding, no meeting of the Board shall be validly quorate unless 1 (one) Xander Director, is present in person or represent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olding 50.23% shareholding and managing 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. 10. In this view of the matter, the following orders are passed: a. Justice Shri Anand Byra Reddy, Retired Judge of the Hon'ble High Court of Karnataka, residing at Villa No. 3, Luminaire 39, BDA Main Road, Jeevan Bhima Nagar, Bengaluru-560075, Mobile No. 9448289007, Landline No. 080-29513809 Email ID: [email protected] 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. During this period, the Board is suspended. b. The Administrator shall be paid a monthly honorarium of Rs. 2 lakhs plus out of pocket and incidental expenses. The 01st Respondent Company shall make appropriate arrangement ..... X X X X Extracts X X X X X X X X Extracts X X X X
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