Decided on December 06,2016



- (1.)It is a petition filed under Section 397/398 of the Companies Act, 1956 with a prayer for framing of a scheme for the management, administration and control of the affairs of Respondent No. 1 Company on such terms and conditions as deemed fit by this Tribunal. It is further prayed for issuance of a declaration that Respondent 2 to 6 are not fit and proper to hold the office of Director or any other office connected with the conduct and the management of the Company. A further prayer has also been made seeking direction to Respondent 1 Company to pay to the Petitioner the amounts which have been illegally held.
(2.)Brief facts necessary for disposal of the controversy raised in this petition are that the Respondent-1 Company was incorporated on 18.03.2004 with its registered office at Chandigarh. It was, inter alia, to carry on the business of consultancy for software development in the field of industrial chemical and petroleum units, public transport set-ups etc. The company started its operation in India through Petitioner No. 1 who was original subscriber, promoter and the chairman. He was also the first director of Respondent 1 Company. In various para Petitioner 1 has claimed that virtually he had built up the company and the company owe its meteoric rise in a short span of time because of his efforts. Even data to that effect has been provided. The service of the petitioner was terminated on 05.04.2011 and the petitioner No. 1 was asked to resign as director of the Respondent No. 1 company. The removal of the petitioner as director is alleged to be against the interest of the company which reflects the lack of proper management and interest of Respondent 2 to 13. The Petitioner No. 1 opposed his termination by sending a mail which reads as under :
".......I am sure I could detail other issues that affect valuation and equally I know you would be able to raise other activities that you consider have added values to the Business. This to-ing and fro-ing will probably get us nowhere and strain the relationship and, at the end of the day, my Board will look at the metrics as to the investment in the Business and the return on that money to date. Therefore, in these circumstances and in the interests of maintaining our relationship, I believe that in addition to your contractual rights regarding notice an ex-gratia goodwill payment to you would be appropriate in full and final settlement. Such an amount is a gesture of our willingness to close down this issue harmoniously and, in our view, is not contractually obligated. Accordingly, I propose the sum of 1NR l,500,000(One Million Five Hundred Thousand Indian Rupees). Any payment made to you will align with your and my sentiments regarding the maintaining of both your and the company's position and reputation and, as we sometime phrase it here, "a good leaver". Therefore, would expect- and I know you would wish- to close down matters as soon as possible in an orderly and professional way.....".

(3.)The Petitioner has tried to show dissatisfaction expressed by the clients of Respondent 1 company on account of poor job quality after his exit. He claimed that he has given his sweat and blood to the company and he has been unprofessional ly thrown out. A perusal of his prayer would show that he has not claimed any relief to come back as a director of the company and has merely claimed mismanagement and oppression. For the view which we are taking further detail of facts is not necessary.

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