M.K. Shrawat, Member - (1.) At the outset it is necessary to mention that the Petition in question was filed on 22nd of March, 2016 and since inception the Respondent is not participating. The Respondent has not filed a Reply so far. An Ad-Interim directions were pronounced on 1st September, 2016 ex-parte qua the Respondent. Although the Petitioner had served the Notices as well as the Notices were issued through Speed Post but the Respondent remained absent. On one occasion, i.e. on 17.10.2016 one Advocate Mr. Radha Agarwal, appeared to represent the Respondents, under the instructions of Learned Advocate P.R. Yadav appeared. The said Ld. Representative was informed that on request the matter stood adjourned to 18.10.2016, to accommodate Mr. Mr. Yadav, so that Mr. P.R. Yadav would come and represent the case. Even on 18.10.2016 the said Learned Advocate did not appear. Therefore, in the presence of Advocate Mr. Radha Agarwal it was pronounced in the Court that in a situation when the Respondent had not filed a Reply to the Petition till that date and seeking time to file the reply, the same was granted subject to a costs of Rs. 5,000/- to be paid to the Petitioner's Counsel. With this condition the matter was adjourned for 28.11.2016 and thereafter on 11.01.2017. Even today no one appeared from the side of the Respondent and the compliance was also not made as instructed earlier. Under these circumstances, this Bench has no option but to proceed ex-parte qua the respondent because of continuous non-attendance and noncompliance from the side of the Respondent.
(2.) From the side of the Petitioner Mr. R.T. Rajguroo, advocate, has pleaded that the Respondent No. 2 had played fraud and committed serious irregularities of mismanagement therefore, this Petition was filed. He has informed that, the Company (R-1) was incorporated on 31st May, 2006 having its Registered Office at Goa. The object of the Company was to acquire land and develop for construction of properties as also to deal in Real Estate Business. Subsequently, on 6th October, 2010 the Promoter Directors (Petitioners) transferred 250 Equity Shares, each, to a Body Corporate viz. NSB Infrastructure Private Limited making it a 50% Share Holder. The said Body Corporate has nominated Respondent No. 2 Mr. Pradeep Kumar as Director and inducted in the Board of Directors of the Respondent No. 1 Company.
(3.) Learned Representative has informed that by passing a Resolution the Petitioner Nos. 1 and 2 were removed from the Office of the Directors without any Notice. The Petitioners came to know about removal from the ROC Website that as per Form DIR-12 R-1 and R-2 were removed with effect from 16.12.2014 due to "Vacation of the Office u/s. 167 of the Companies Act". The Learned Advocate has pleaded that this was an illegal act because as per one of the clause of Article 42(1) an "Ordinary Resolution" was required to be passed, whereas an alleged 'Board Resolution' was passed instead of passing an 'Ordinary-Resolution'.;