SANJIV GUPTA Vs. GETIT INFOSERVICES PVT LTD & ORS
LAWS(NCLT)-2016-9-2
NATIONAL COMPANY LAW TRIBUNAL
Decided on September 05,2016

SANJIV GUPTA Appellant
VERSUS
GETIT INFOSERVICES PVT LTD And ORS Respondents


Referred Judgements :-

T MURARI VS. STATE [REFERRED TO]


JUDGEMENT

- (1.)This is an application seeking clarification of order dated August 30, 2016 on the ground that the non applicant -respondents have committed acts of impropriety when the matter was in the process of being heard on August 24, 2016 and eventually the interim order was passed of August 30, 2016. It has been asserted that the factum of resignation tendered by the applicant - petitioner on August 12, 2016 was intimated to the Registrar of Companies by uploading its website on August 29, 2016 when the hearing in this case was in progress. It is appropriate to mention that on August 30, 2016 after hearing learned counsel for parties we have passed the following order:-
"On 24-08-2016, this petition was mentioned and we had heard the Ld. Counsel for the petitioner at some length on the interim relief sought. The petitioner was, however, resisted by the respondents on the ground of maintainability and objection was raised u/s. 244 of the Companies Act, 2013.

2. The matter came up for hearing yesterday and it was ordered to be taken up today. Accordingly, we have heard the arguments on interim relief.

3. There is a consensus between the parties that the respondents shall maintain status quo as on date with regard to the constitution of the Board of Directors and that no meeting of the Board of Directors of Respondent No. 1 company shall be held without prior permission of the Tribunal.

4. Mr. V.K. Ganda, Ld. Sr. Counsel for the petitioner has, however, argued and insisted for the interim relief of stopping the two additional directors inducted on 16.06.2016 from discharging day to day functions by arguing that their appointment as Additional Directors is wholly illegal. In that regard, Mr. Ganda has referred to the minutes of the meeting item No. 4.10.3 under the caption Appointment of Directors'. According to Mr. Ganda, the aforesaid item has been taken up in the Board meeting under the heading "Any other items" and there was no prior agenda circulated.

5. A perusal of the minutes under item 4.10.3 would show that Mr. Sandeep Vats and Mr. Prakash Mishra were taken as Additional Directors on the Board of the company to fill up the vacancy caused by the resignation of Mr. Dato Mohamed Khadar Merican and Mr. Lakshman Gupta Kanamariapudi. Mr. Ganda states that their induction as Additional Directors is prima facie unsustainable and illegal and, therefore, interim order banning their interference in the day to day functioning of the company must be passed. According to Mr. Ganda, they have entered the company premises with musclemen and with armed personnel's. They then directed the employees to vacate the premises.

6. Having heard the aforesaid submissions made by the Ld. Sr. Counsel, we are unable to accept the same because the petitioner herein has only 0.06% shareholding and the shareholders having over 99% shareholding in the company cannot be allowed to overawe at the instance of the petitioner. Moreover, the day to day affairs of the company cannot be brought to a standstill because it would affect the health of the respondent company. It is a primary consideration under the Companies Act which has to be kept in view before passing any Interim order. Moreover, no reply has been filed and the preliminary objections raised u/s. 244(1) of the Act is yet to be examined by us.

7. Therefore, the aforesaid relief cannot be granted at this stage and the same is rejected.

8. Ld. Counsel for the respondents seeks four weeks time to file reply. Let reply be filed within four weeks with a copy in advance to the petitioner. Rejoinder, if any, be filed within two weeks thereafter, with a copy in advance to the counsel opposite.

List for further consideration on 17.10.2016."

(2.)The petitioner had approached this Tribunal on August 22, 2016 by filing C.P. No. 122/ND/2016 with the progress for following interim reliefs :-
"(i) Direct the Respondent No. 2 company to maintain the status quo ante (Pre-June 16, 2016);

(ii) Restrain the respondents from effecting any change in the Board of the Respondent No. 1 company;

(iii) Pass an appropriate order directing the Respondent No. 2 Company to maintain the status quo vis--vis the present status of the assets available with the respondent No. 1 company.

(3.)We have heard Mr. Virender Ganda learned senior counsel for the applicant -petitioner and Mr. Arun Kathpalia and Mr. Amit Sibal learned senior counsel for the non applicant-Respondents.
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