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TMI Blog2025 (1) TMI 1217X X X X Extracts X X X X X X X X Extracts X X X X ..... s of dated 19th December, 2024 and dated 27.12.2024 have not been complied with by either of the parties and both groups are trying to protect their own interest by changing management at their own will. The impugned interim order rather serves to maintain critical corporate stability. It preserves the legally constituted board, including independent directors, ensures uninterrupted banking relationships, and protects Respondent No.1 company's record and assets. Most notably, it maintains the Appellant's own position as a director of Respondent No.1. The interim order thus not only prevents an illegal takeover but also protects the interests of 2500 employees, banking relationships, and Respondent No.1 company's operational stability. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant alongwith his brothers ; b) in the year 2012-2013 the appellant and Respondent No.7 viz. the wife of the appellant gifted their shares to their sons viz. respondent No.3(elder) and respondent No.8 (younger)and thus the Respondent No.3 and Respondent No.8 got 33% shareholding each in Respondent No.1 company; c) in the year 2018 the appellant and Respondent No.7 filed a suit against their sons viz. respondent No.3 and 8 for cancellation of the gifts made to them. The suit was filed under The Maintenance and Welfare of Parents and Senior Citizens Act, 2007 as their sons attempted to oust them from the Respondent No.1 Company; d) on 17th September, 2022 the appellant (17.85% shares) and Respondent No.3 (33% shares as gifted) pooled th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to independent directors of the Respondent No.1 Company, hence the appellant asked the existing Board to resign; g) as per Trust Deed the right to amend the Trust Deed was with Respondent No.3. The appellant allege the Respondent No.3 illegally amended the Trust Deed and removed him as a Principal Trustee and appointed himself for life. A Civil Suit was filed by the appellant wherein the amendment to the Trust Deed is stated to be stayed, though the said order has not been filed on record. h) Further on 30th December, 2024 AGM of the company was conducted and the Respondent No.8 as 33.81% shareholder, voted on the agenda items for the AGM through email alongwith Respondent No.7 as 14.35% and the appellant being Principal Trustee of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... another Director from the list of three persons with their CVs which will be provided by the applicant through her counsel during the course of day and it is agreed upon that tomorrow a Board Meeting will be held for amending the agenda item for considering reappointment of Renu Khanna. With these observations Comp.Appl./274(CH)2024 is disposed of and on request of learned counsel for applicant, he is at liberty, to file fresh IA on other issues involved if advised so." 6. Further on 27.12.2024 yet another order was passed by the Ld. NCLT with consent as under:- The present Company Application has been filed by the Applicants under Rule 11 of NCLT Rules 2016, in the Main Petition bearing CP No.6/Chd/Hry/2024 filed under Sections 241-24 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd reappointment of independent directors as stated above. 7. We also find a Power of Attorney, allegedly executed by the appellant herein in favour of one Brij Raj Singh (not connected with Respondent No.1) for this appeal and it bear the thumb impression of appellant. It is alleged Respondent No.8 has taken over the custody of the appellant, who is ill and now respondent No.8 is manuvering the appellant to his own interest. Admittedly, an earlier company petition filed by Respondents No.7 and 8 is still pending against the appellant (father) and Respondent no.3 herein and final arguments are going on. During the pendency of such earlier petition, this petition has been filed on behalf of the Trust and Respondent No.3 under section 241-2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also aware of the fact that trust was created for the benefit of the beneficiaries which are plaintiffs in this case, therefore, even the defendant Brij Mohan Khanna is also directed and reminded of his duties contained in the original trust deed and is directed not to commit any such act which is not for the benefit of the beneficiaries." 10. In the context of disputes raised by either side, the Ld. NCLT thought it fit to intervene due to alleged misconduct of parties who acted in violation of earlier two orders dated 19.12.2024 and 27.12.2024, passed with consent. It was only in fitness of circumstances the Ld. NCLT had acted in the interest of Respondent No.1 company to order status quo ante qua the Board of Directors and shareholding o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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