Company Petition Jurisdiction Transfer, Auditors Appointment Disputes, Compliance Relief Sought, Board Meetings Participation

The Company Petition was transferred from the Company Law Board (CLB) to the National Company Law Tribunal (NCLT) due to jurisdictional changes. NCLT ordered the appointment of independent auditors to value the respondent company's shares, with subsequent disputes leading to the appointment of two auditors by the NCLT Kochi Bench. The High Court temporarily stayed proceedings, and the NCLAT changed the valuation date. Non-cooperation by the 1st respondent in complying with NCLT orders led to relief sought for compliance and participation in board meetings. The NCLT directed the respondent to file necessary forms promptly and participate in future board meetings for business operations.

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Issues:
1. Transfer of Company Petition from CLB to NCLT.
2. Appointment of an independent auditor as per NCLT Order.
3. Interim stay by High Court on Board Meeting proceedings.
4. Appeal before NCLAT and change in valuation date.
5. Stay of NCLT Order by High Court and subsequent disposal.
6. Defective nature of an Interlocutory Application.
7. Reliefs sought in IA/36/KOB/2020.
8. Non-cooperation of the 1st respondent in complying with NCLT orders.
9. Appointment of independent auditors and compliance with NCLT directions.

Transfer of Company Petition from CLB to NCLT:
The case involved the transfer of a Company Petition (C.P) from the Company Law Board (CLB) to the National Company Law Tribunal (NCLT) due to jurisdictional changes. The petition was initially filed before the CLB in Chennai, then transferred to NCLT Chennai Bench, and subsequently to NCLT Kochi Bench. The main petition was filed under Sections 397 and 398 of the Companies Act, 1956.

Appointment of an Independent Auditor:
The NCLT Chennai Bench had ordered the appointment of an independent auditor to determine the true and fair value of shares of the respondent company. However, due to lack of consensus among the parties, the NCLT Kochi Bench appointed two independent auditors to individually undertake the valuation of the respondent company's shares as of a specific date. The auditors were directed to submit the valuation report within 45 days.

Interim Stay by High Court and Appeal before NCLAT:
The proceedings related to the appointment of an independent auditor were temporarily stayed by the Hon'ble High Court of Kerala following an appeal filed before the Hon'ble NCLAT, New Delhi. The NCLAT confirmed most findings and orders of the NCLT Chennai Bench but changed the valuation date of shares.

Compliance with NCLT Orders and Non-cooperation of Respondent:
The 1st respondent, despite being removed as Managing Director and designated as Director, did not cooperate in filing necessary statutory forms with the Registrar of Companies. This non-cooperation hindered the effective functioning of the newly appointed Managing Director. The applicant sought relief to compel the 1st respondent to comply with the NCLT orders and participate in board meetings for the smooth conduct of business.

Appointment of Independent Auditors and Compliance with NCLT Directions:
The NCLT Kochi Bench appointed two independent auditors to value the respondent company's shares and directed the 1st respondent to file requisite statutory forms promptly. The auditors were tasked with submitting the valuation report within 45 days, and the parties were given 12 weeks to comply with the NCLT Chennai Bench's orders. The respondent company was to bear the valuation fee, and the 1st respondent was directed to participate in future board meetings and cooperate for the company's business operations.

This comprehensive analysis covers the various issues addressed in the judgment, detailing the legal proceedings and outcomes related to the Company Petition and subsequent orders issued by the NCLT Kochi Bench.

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