Tribunal orders share allotment to Petitioners, sets aside EGM, appoints new Director. Appeal dismissed for violation.

The Tribunal upheld the NCLT's order directing the allotment of 51% shares to the Petitioners, set aside the EGM held on 23rd February 2012, and recognized Mrs. Vineeta Lal as a Director of the Company. The Tribunal found that the Appellants violated the Articles of Association and the MoU, leading to the dismissal of the appeal on merits without costs.

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Issues Involved:

1. Validity of the NCLT's order directing the allotment of 51% shares to the Petitioners.
2. Legality of the EGM held on 23rd February 2012 and the resolution passed therein.
3. Recognition of Mrs. Vineeta Lal as a Director of the Company.
4. Compliance with the Articles of Association and the Memorandum of Understanding.
5. Timeliness and admissibility of the appeal.

Issue-wise Detailed Analysis:

1. Validity of the NCLT's order directing the allotment of 51% shares to the Petitioners:
The NCLT directed the Respondents to allot shares equivalent to 51% in the Company to the Petitioners. The Appellants argued that the shareholding pattern and the related Chartered Accountant's Certificate were fabricated and unreliable. The Respondents contended that the shareholding was as per the Memorandum of Understanding (MoU) and the conditions imposed by KIADB. The Tribunal found that the documentary evidence, including the MoU and the Chartered Accountant's Certificate, supported the Respondents' claim of holding 51% shareholding. The Tribunal upheld the NCLT's order, stating that the Appellants violated the Articles of Association by not maintaining the agreed shareholding pattern.

2. Legality of the EGM held on 23rd February 2012 and the resolution passed therein:
The NCLT set aside the EGM held on 23rd February 2012, where a resolution for the sale of the Company's property was passed. The Appellants argued that the EGM was valid and the resolution was passed by 91% of the voting. The Respondents claimed that the EGM was conducted without proper notice and in contravention of the Articles of Association. The Tribunal found that there was no documentary evidence, such as minutes of the Board Meeting or other significant documents, to establish that the EGM was conducted with the consent of the Respondents. Therefore, the Tribunal upheld the NCLT's decision to set aside the EGM and the resolution passed therein.

3. Recognition of Mrs. Vineeta Lal as a Director of the Company:
The NCLT declared Mrs. Vineeta Lal as one of the Directors of the Company as per the Sale Deed dated 27.07.2011 executed by KIADB. The Appellants contended that the NCLT had wrongly recognized Mrs. Vineeta Lal as a Director. The Respondents argued that the recognition was in line with the MoU and the conditions imposed by KIADB. The Tribunal found that the recognition of Mrs. Vineeta Lal as a Director was consistent with the documentary evidence and the conditions set by KIADB. Therefore, the Tribunal upheld the NCLT's decision to recognize Mrs. Vineeta Lal as a Director.

4. Compliance with the Articles of Association and the Memorandum of Understanding:
The Tribunal emphasized that the Appellants acted in violation of the Articles of Association by not maintaining the agreed shareholding pattern. The MoU specified that the Respondents were entitled to 51% shareholding, and any transaction diluting this shareholding required their consent. The Tribunal found that the Appellants did not approach the Tribunal with clean hands and violated the Articles of Association and the MoU. Therefore, the Tribunal upheld the NCLT's order directing the allotment of 51% shares to the Petitioners.

5. Timeliness and admissibility of the appeal:
The Appellants argued that the appeal was filed within the limitation period as the certified copy of the impugned order was received on 26.03.2019, and the appeal was filed on 09.05.2019. The Respondents contended that the appeal was barred by limitation and that the Appellants obtained successive certified copies to cover the delay. The Tribunal found that the appeal was filed within 45 days from the date of receipt of the certified copy of the order and was not barred by limitation. Therefore, the Tribunal admitted the appeal but dismissed it on merits.

Conclusion:
The Tribunal upheld the NCLT's order directing the allotment of 51% shares to the Petitioners, setting aside the EGM held on 23rd February 2012, and recognizing Mrs. Vineeta Lal as a Director of the Company. The Tribunal found that the Appellants acted in violation of the Articles of Association and the MoU and did not approach the Tribunal with clean hands. The appeal was dismissed on merits, and no order as to costs was made.

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