2016 (11) TMI 166 - Tri - Companies Law

Resolutions Nullified for Breaching Company Law Board Order

The Tribunal declared the resolutions passed at the Extraordinary General Meeting null and void due to contravention of the Company Law Board's order ... Validity of resolution passed in EGM - violation of direction of the then Company Law Board - Held that:- There were specific directions of the Company Law Board for maintaining the status quo of the share capital of the respondent No. 1 company and constitution of Board of Directors of the Company. But in violation of that a notice for Extraordinary General Meeting was given and Extraordinary General Meeting has been purportedly held on 21-9-2015 whereby names of respondent Nos. 2, 3, 4 and 5 have been removed from the Board of Directors and names of Mr. Manoj Kumar Chaudhury as Managing Director, Niranjan Kumar Maurya as Director and Mr. Rajesh Kumar Ranjan as Director have been added thereby status quo position which ought to be maintained as per the direction of the then Company Law Board has been violated. The Application deserves to be allowed and the resolutions passed at the Extraordinary General Meeting dated 21-9-2015 also deserve to be declared as null and void. Consequently, the names of Mr. Manoj Kumar Chaudhury as Managing Director, Niranjan Kumar Maurya as Director and Mr. Rajesh Kumar Rajan as Director of the Respondent No. 1 company should be deleted from the MCA portal and the names of the respondent Nos. 2, 3, 4 and 5 as the Directors of Respondent No. 1 Company deserves to be restored in the MCA Portal. Issues:1. Validity of resolutions passed at an Extraordinary General Meeting and Board Meeting.2. Removal and appointment of directors in contravention of Company Law Board's order.3. Compliance with Companies Act regarding calling of meetings and notice requirements.4. Maintenance of status quo regarding share capital and Board of Directors.Analysis:1. Validity of Resolutions:The Tribunal considered an application filed by the respondents challenging the validity of resolutions passed at an Extraordinary General Meeting and Board Meeting held on 21-09-2015. The applicants sought a declaration that these resolutions be deemed null and void. The Tribunal found that the resolutions were passed in contravention of the Company Law Board's order dated 11-7-2013, which directed the maintenance of status quo regarding the share capital and Board of Directors of the company. Consequently, the Tribunal declared the resolutions as null and void.2. Removal and Appointment of Directors:The respondents alleged that the removal of directors and appointment of new directors by the company was in violation of the Company Law Board's order. The Tribunal observed that the actions taken by the company were not in compliance with the directives to maintain the status quo. The Tribunal ordered the deletion of the names of the newly appointed directors and restoration of the names of the removed directors in the MCA portal.3. Compliance with Companies Act:The applicants contended that the calling of the Extraordinary General Meeting did not comply with the Companies Act, as proper notice and agenda were not provided to the shareholders. The Tribunal agreed that the meeting was called improperly, rendering the resolutions passed during the meeting illegal and void ab initio. The Tribunal emphasized the importance of adhering to the rules of the Companies Act for conducting meetings and passing resolutions.4. Maintenance of Status Quo:The Tribunal highlighted the significance of maintaining the status quo regarding the share capital and Board of Directors of the company, as directed by the Company Law Board. Any actions taken in violation of this directive were deemed invalid. The Tribunal underscored the importance of upholding legal orders and ensuring compliance with regulatory directives to prevent prejudice to stakeholders.In conclusion, the Tribunal allowed the application of the respondents, declaring the resolutions passed at the Extraordinary General Meeting as null and void. The Tribunal directed the Registrar of Companies to take necessary actions in line with the judgment to restore the status quo regarding the directors and uphold the integrity of the Company Law Board's directives.