K. Anantha Padmanabha Swamy, Member - (1.) Under consideration are 3 applications filed under section 8 of the Arbitration and Conciliation Act, 1996 (In short, 'Act, 1996') by the same applicant who is the 2nd Respondent in all the Company Petitions. The above applications have been filed based on the Memorandum of Understanding dated 20.07.2011 entered between the applicant group and respondents group, I feel it is appropriate to dispose of the above CAs by this common order.
(2.) The 1st Respondent all the CAs along with other shareholders has filed petitions under section 397, 398, 402 and 403 of the Companies Act, 1956 (the Act, 1956) before this Tribunal alleging various acts of oppression and mismanagement in the affairs of the respective 1st Respondent Companies and sought for the prayers mentioned infra: CP No. 71/2012: I. That a fair value of shares of the company may be directed to carried out through a reputed firm of chartered accountants or the statutory auditors of the company. II. That the Respondents 2 to 8 may be directed sell all their shares to the petitioners at a fair price. III. To declare the shifting of registered office on 29th September 2011 as null and void and illegal. IV. To declare that AGM 2011 was not held though called and the resolutions which have been recorded as though passed at the AGM are liable to be set aside with necessary consequential reversing of actions taken in relation thereto. V. To appoint an independent and reputed firm of Chartered Accountants as the auditors of the Company and to carry out audit of accounts of the company. VI. To restore the managing directorship of petitioner No. 1 for protecting the interests of the shareholders of the Company and to cancel the Form 32 filed with the Ministry of Corporate Affairs. CP No. 80/2012 I. That a fair value of shares of the company may be directed to carried out through a reputed firm of chartered accountants or the statutory auditors of the company. II. That the Respondents 2 to 9 may be directed to sell all their shares to the petitioners at a fair price, if this company were to be allotted to Petitioner' group ultimately. III. To declare the shifting of registered office on 13th February, 2012 as null and void and illegal. IV. To declare that AGM 2011 was not held though called and the resolutions which have been recorded as though passed at the AGM are liable to be set aside with necessary consequential reversing of actions taken in relation thereto. V. To declare that the appointment of Respondent No. 2 as chairman of the Company on 29.09.2011 is illegal and void and to set aside the same. VI. To declare the notice calling the AGM 2012 as insufficient and contrary to the mandatory provisions of the Companies Act, 1956 as well as the Articles of Association of the Company and consequently declare all proceedings thereat if the AGM 2012 is held under the said invalid noticed as null and void and to set aside resolutions that may be passed therein. VII. To appoint an independent and reputed firm of Chartered Accountants as the auditors of the Company and to carry out audit of accounts of the Company for the financial years commencing 2011-12 VIII. To surcharge Respondents No. 2, 4, and 7 for the money siphoned out by them on the basis of the finding of independent audit as aforesaid. CP No. 45/2013 I. To declare that the proceedings of the Annual General Meetings allegedly held on 29th September 2011 and 29th September 2012 are illegal and null and void and to direct the holding of the Annual General Meetings once again under an independent chairman. II. To declare the allotment of 8160 shares allegedly made on 31st January 2013 as oppressive and to issue an order setting aside the same. III. To declare the appointment of Respondent No. 4 as an additional director of the Company in the board meeting allegedly held on 31st January 2013 as oppressive and set aside the same. IV. To declare the shifting of registered office w.e.f. 29th September 2011 as invalid, illegal and oppressive and to issue an order to set aside the same. V. To restore the directorship of the Petitioner No. 2 for protecting the interests of the shareholders of the Company and to cancel the form 32 filed with the ministry of Corporate Affairs. VI. To surcharge Respondent No. 2 for the amounts diverted by him on the basis of the independent audit and also to set aside the allotment of 8160 shares on the additional ground that the consideration was not received by the Company. VII. To grant proportional representation to the two groups in the board such that the composition of board of directors reflects directors representing the Petitioners and Respondents in proportion to the shareholding pattern. VIII. To direct the Respondents to sell all their shares to the petitioners at a fair price to be determined by an independent chartered accountant. IX. To appoint an independent and reputed firm of Chartered Accountants as the auditors of the Company and to carry out audit of accounts of the Company for the financial years commencing 2011-12. The 2nd Respondent in all the main petitions has filed these applications under Section 8 of the Arbitration Act, 1996 with a prayer to refer the matters to the Arbitral Tribunal which has already been constituted by the parties as per terms agreed between them.
(3.) Shri P.H. Arvindh Pandian, the learned Senior Counsel appearing for the Applicants in the instant CAs contended that the companies involved in the dispute are closely held & family companies and the shareholders are from Shri K. Vaithyalingam Group and Shri S.K. Ganesan Group. It is submitted that some disputes arose between the two groups and due to the efforts put forth by the friends and other family members to settle the disputes amicably, a Memorandum of Understanding (MoU) was entered into on 20.7.2011 between Shri K. Vaithyalingam (Respondent 2) and Shri S.K. Ganesan. (1st Petitioner). As per the MoU restructure/reorganize of the ownerships, rights and obligations vis--vis have taken place in all the commercial entities and there by a quietus has been brought to the various disputes/differences.;