R.P. Nagrath, Member - (1.) The applicant filed CP No. 70(CHD) of 2016 before the National Company Law Tribunal. Chandigarh Bench. Chandigarh under Sections 241 and 242 of the Companies Act, 2013 (for short to be referred here-in-after as the 'Act'), alleging acts of oppression and mismanagement on the part of the respondents. The applicant made following prayers in the said Company Petition:- (i) to declare Deed of Adherence dated 05.06.2015 as null and void; (ii) to declare e-mail dated 26.09.2015 and letter dated 23.09.2015 sent by R-3 nominating five Directors as null and void and also for declaring the Board meeting dated 08.10.2015 and EOGM dated 10.12.2015 to be null and void; (iii) to declare appointment of R-4 to R-8 as Directors in the Board meeting held on 08.10.2015 and R-9 as Executive Director in the EOGM held on 10.12.2015 to be null and void; (iv) to direct R-9 to obtain the requisite approval from shareholders to continue as Director of R-1 company; (v) to declare the Board meeting held on 21.09.2015, in which Sukesh Kumar Agarwal was appointed as President and redesignated R-9 as Director to be valid; and (vi) to direct R-1 company to file requisite forms and to hold the Board meeting and shareholders meeting for confirming the removal of R-4 to R-8 and to appoint an Administrator to look into the day-today affairs of the R-1 company etc.
(2.) Vide order dated 22.05.2017 the petition was partly allowed to the extent that agenda for continuation of Mr. L.K. Singh respondent No. 9 as Director/Executive Director be placed in the meeting of shareholders for approval along with his pay. emoluments and perks. For rest of the prayers the petition was dismissed. It was further directed that continuation of Mr. L.K. Singh as the Director/Executive Director/Whole time Director shall be subject to the approval of the share holders meeting to be convened in terms of Section 152 of the Act' and other applicable provisions of law. The Chairperson and Company Secretary as Scrutinizer were appointed for the said meeting. The meeting was directed to be held positively before 15.07.2017. It was also directed that agenda of the meeting shall be as per agenda item No. 61.06 of the resolution of the Board meeting dated 08.10.2015 (marked as Annexure P-18), with such modification and changes as may be necessary for which the Chairperson shall be assisted by all the key managerial persons of the Company, Company Secretary and the Scrutinizer. Other conditions were also laid down including fixing of the quorum. The scrutinizer was to submit his report within three days of the meeting. On receipt of the report, the Chairperson was to countersign the report and declare the result of voting forthwith with the details of number of votes cast for and against the resolution, invalid votes and whether the resolution has been carried out or not. Rest of the compliances were directed to be made by the company.
(3.) The instant application has been filed under rules 11, 32 and 51 of the NCLT Rules. 2016 (to be referred here-in-after the Rules) by the petitioner/applicant company seeking due implementation of the order dated 22.05.2017 passed by this Tribunal and for quashing of the notice of EOGM dated 29.05.2017 (Annexure A-2). The Chairperson fixed the meeting for 08.07.2017. Copy of the notice along with attachment is at Annexure A-2 (colly).;