RAFFLES EDUCATION INVESTMENT (INDIA) PTE LTD Vs. EDUCOMP-RAFFLES HIGHER EDUCATION LTD
LAWS(NCLT)-2016-6-1
NATIONAL COMPANY LAW TRIBUNAL
Decided on June 10,2016

RAFFLES EDUCATION INVESTMENT (INDIA) PTE LTD Appellant
VERSUS
EDUCOMP-RAFFLES HIGHER EDUCATION LTD Respondents

JUDGEMENT

M. M. Kumar, President - (1.)On 26.05.2016 the instant petition was mentioned and keeping in view the contested facts it was considered necessary to seek reply of the respondents before considering the request for interim reliefs. Accordingly separate reply by Respondent Nos. 2 & 3 on the one hand and Respondent Nos. 4 & 10 on the other have been filed. 2.1 have heard learned counsel for the parties at length.
(2.)Respondent No. 1-company was incorporated on 6.6.2008 in pursuance of Master Joint Venture Agreement dated 16.5.2008 executed between the parent companies of Educomp and Raffles groups. Presently the petitioners are holding 58.18% whereas Respondent Nos. 2 & 3 have 41.82% shareholding. The Petitioners has projected that a Share Purchase Agreement was executed on 12.3.2015 wherein Respondent Nos. 2 & 3 have agreed to sell their entire shareholding in Respondent No. 1-company which they later reneged.
(3.)It is the allegations of the petitioner that Respondent Nos. 2 & 9 have been conducting the affairs of the company in a manner which are oppressive and detrimental to the interest of the Petitioner as well as Respondent No. 1-company. There is colossal mismanagement committed by the respondents in conspiracy with their agents. The principal issue raised is that there is no functional Board of Directors after October 2015 till date as only one director namely Mr. Santanu Prakash-Respondent No. 4 survives whereas according to Article 97(iii)(a) of Articles of Association Educomp-Raffles-Respondent No. 1-company both the petitioners and respondents have the right to appoint two directors as long as they have 50% of shareholding each.
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