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    <title>2019 (7) TMI 511 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL NEW DELHI</title>
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    <description>Rectification of the register of members under Section 59 was considered where compulsory convertible debentures were converted into equity shares without the investor&#039;s affirmative consent. The conversion was challenged as contrary to the Articles of Association and Investment Agreement. Quorum provisions requiring Company Investor Directors at board meetings were central: their absence rendered the board meeting and resulting conversion resolution invalid. NCLT&#039;s jurisdiction under Section 59 extends to incidental and peripheral questions despite an arbitration clause or the alleged complexity of contractual issues. The entry of the investor&#039;s name for shares issued on conversion was directed to be cancelled because it was made without sufficient cause.</description>
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      <description>Rectification of the register of members under Section 59 was considered where compulsory convertible debentures were converted into equity shares without the investor&#039;s affirmative consent. The conversion was challenged as contrary to the Articles of Association and Investment Agreement. Quorum provisions requiring Company Investor Directors at board meetings were central: their absence rendered the board meeting and resulting conversion resolution invalid. NCLT&#039;s jurisdiction under Section 59 extends to incidental and peripheral questions despite an arbitration clause or the alleged complexity of contractual issues. The entry of the investor&#039;s name for shares issued on conversion was directed to be cancelled because it was made without sufficient cause.</description>
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