Ina Malhotra, Member - (1.) This petition has been filed under Sections 397, 398 read with Sections 402 & 403 of the Companies Act, 1956. The Petitioner alleges to be a 50% shareholder and a Director of the Respondent Company who has unceremoniously been ousted by illegal and surreptitious means. Respondent No. 1 Company has an authorized and paid up capital for Rs. 1 lakh divided into 10,000 shares of Rs. 10/- each. It was incorporated on 17th June, 2011 with the object of carrying out business of market research in various sectors in India and abroad including in the field of academic training.
(2.) The Petitioner acquired shares from the original promoters and became a full time Director on 29.09.2012, respondent No. 2 was inducted as a member of the Respondent No. 1 company in 2012 became its Director on 30.09.2013. The Petitioner and Respondent No. 2 were the only two shareholders in the Respondent company, each having equity of 5000/- shares. It is submitted by the Petitioner that while the finances and legal compliances including day-to-day operations were looked after by Respondent No. 2, the petitioner was involved in conceptualization and organizing events and entrusted with the job of business promotion on account of which the company gained a good reputation and name in this field.
(3.) As per averments, it was on 5th January, 2015, that Respondent No. 2 accompanied by certain goons came to the registered office and sought to terminate the services of a key personnel, Mr. Amol Monga, who is also the brother of the Petitioner. On his resistance, the Petitioner was called to the office and was informed about the decision to terminate the services of Mr. Amol. It is alleged that some of the employees were abused and their services too were terminated; The situation became acrimonious leading to calling the police and filing ah FIR. The respondents also blocked the bank account of the Respondent Company. The petitioner was not taken into confidence about such key decisions. He also received a notice under Section 167 of the Companies Act 2013 for his removal as a Director, on the grounds of violating the provisions of Section 184 of the Act for which an EGM was proposed for 27.01.2015. As per averments, the petitioner became suspicious and inspected the portal of the MCA from which he learnt of the appointment of Respondent No. 3 as an Additional Director of the Company w.e.f. 11.12.2014. It is contended that the entire exercise of appointment of Respondent No. 3 was ostensibly done in an EGM alleged to have been held on 11.12.2014. Letter of offer to Respondent No. 3 was also made on the same date i.e. 11th December, 2014 and his written consent was taken simultaneously. Without losing any time, his appointment was confirmed and the E-Form DIR 12 was updated. The petitioner contends that there was no Board Meeting held on the alleged date and neither was he present at the time of the decision. In fact, it is his case he was indisposed and has a medical prescription. As there were only 2 members, in his absence no EGM could have been held for lack of quorum. The petitioner impugns the illegal and surreptitious induction of Respondent No. 3 as an Additional Director being in gross violation of the provisions of Section 173(4) of the Companies Act, 2013. As a single Director, Respondent No. 2 alone was not competent to pass any resolution unilaterally or appoint any additional Director.;