Ch. Mohd. Sharief Tariq, Members - (1.) Under adjudication is the company petition No.57 of 2015 that has been filed under sections 397, 398, 111A and 111 of the Companies Act, 1956. The petition has been transferred from erstwhile CLB to this Bench and renumbered as TCP No. 178 of 2016. There are two petitioners and 22 respondents. The 1st respondent is M/s.Ashwini Hospitals Ltd that was incorporated in the name and style of Cherukulam Clinic Private Ltd on 3.3.1980 with the Registrar of Companies, Kerala, Ernakulam and subsequently was given name as Ashwini Hospitals Private Ltd on 24.08.1993. The company became public limited company on 2.1.2013 and now is a subsidiary of Punarjani Securities Ltd. The authorised capital is Rs.75 lakhs divided into 75,000 equity shares of Rs.100 and the issued, subscribed and paid up capital of the 1st Respondent company is Rs.74,90,300 divided into 74,903 equity shares of Rs.100. The main object of the company is to carry on the business of running hospitals, nursing homes, health centres, medical check-up centres, drug houses with all facilities and conveniences. An EGM was convened and held for the purpose of election of the Directors on 18.06.2015 under the supervision of an independent Chairman appointed by the then CLB, Chennai. However, subsequently, Respondents 2 to 11, at an EoGM purportedly convened on 27.07.2015, removed Petitioner No.l and Respondents 12 to 22 from the office of the Director and forfeited the shareholdings of the petitioners along with the shareholdings of another member/shareholder and the same is challenged in this petition.
(2.) There are 13 members including the holding company in the 1st Respondent company and the petitioners being two in number constitutes not less than 175th of the total number of members of the 1st Respondent company. Therefore they are qualified to file the petition under section 399 of the Companies Act, 1956. It is also on record that Respondents No.2, 3, 8 and Mr.A.C.Premanandan had filed C.P.No.35 of 2015 before the then CLB under Sections 397 and 398 of the Companies Act, 1956 seeking prayer that the removal of Respondent No.8 from the office of the Director on 1.4.2015 was invalid. However, it has been stated by the Petitioner that Respondent No.8 was not removed from the office of the Director but he vacated the office of the Directors by operation of law.
(3.) Based on the consent of the Petitioner and Respondents the then CLB vide its order dated 11.5.2015 appointed an independent Chairman to convene and hold the EoGM of the 1st Respondent company for the purpose of electing the Directors of the company. The EoGM was held on 18.06.2015 wherein the 1st petitioner was elected as a Director of the company along with Respondents 12 to 22. Thus, in total, 12 persons were elected as Directors constituting the Board of Directors of the 1st Respondent company. The Chairman submitted the report on 20.6.2015 by giving the findings that there were 99.68% of polling and a total of seven shareholders attended in person and a total of three proxies voted. In short, the shareholders of the company have almost unanimously given opinion that the 1st petitioner and Respondents No. 12 to 22 would constitute the Board of Directors of the company. Based on this, the then CLB vide its order dated 7.7.2015 disposed of the petition by recognising the petitioners and Respondents No. 12 to 22 as Directors of the 1st Respondent company. Accordingly, the petitioners have filed e-form DIN 12 with the Registrar of Companies, Kerala at Eranakulam.;