TaxTMI 
TaxTMI 
2015 (7) TMI 663
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....or on his own owing to his health condition and his resignation was accepted in the Board meeting held on 29.03.1980. Shri K.V Ravindranath Babu, I" petitioner herein was co-opted as director of the company w.e.f 01.04.1980 and necessary resolution was passed in the Board meeting held on 29.03.1980. The said meeting was presided over by Shri K.S Chandrasekar and it was attended by Shri K. Venkataswamy and K. Lakshmamma. The copy of the minutes of the meeting is enclosed as Annexure P2. An another Board meeting was convened on 20.05.1980 in which the manager explained the consequences upon the resignation of Shri K. Venkataswamy as Governing Director and necessity to delegate the borrowing powers to some other persons. This meeting was also chaired by Shri K.S Chandrasekar and in the said meeting the borrowing powers have been delegated to the 1st petitioner herein and the proposal was seconded by Smt K. Lakshmamma. It is evident that after the resignation of Shri K. Venkataswamy as Governing Director. all the duties of the Governing Directors were looked after by the 1st petitioner herein. The company convened an Extraordinary General Meeting on 19.08.2004 to appoint Shri K.V Ravin....
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....drawing the board resolution dated 01.07.2004 and special resolution dated 19.08.2004 passed at the Extraordinary General Meeting. It is stated that the 1st petitioner herein was appointed as chairman and managing director in accordance with the Article 19 for life in the place of Shri K. Venkataswamy as such he cannot be removed as chairman and managing director. The proposal of withdrawing the board resolution dated 01.07.2004 and special resolution passed in the EGM on 19.08.2004 is ultra vires to the Articles 19 of the company. The families of respondents group hold 259 shares and the families of petitioner group hold 241 shares. The respondents group trying to oust the family of the petitioner group which will cause for loss or failure of substratum of the company for which the company was incorporated. There was proportionate representation on the board of the company from all the families from its incorporation. As the petitioner group families hold more than 241 shares, they are entitled to have proportionate representation in the board of the company. Hence the ousting out the entire petitioner group from the directorship of the company is oppression on the minority shareh....
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.... of Association. It is respectfully submitted that the 1ST petitioner was co-opted only as additional director in the said meeting of Board of directors held on 29.03.1980. Founder and Governing Director viz., Shri K. Venkataswamy resigned on 29.03.1980 from the office of Governing Director and Chairman and that subsequent to his resignation, the activities were carried on by Smt K. Lakshmamma, Shri K.S Chandrasekhar and the petitioner hereinabove. During the year 1982, Shri K.S Chandrasekhar resigned from the office of director and that Shri K.V Niranjan was co-opted as director of the R1 Company. Thereafter with the death of' Smt K. Lakshmamma and appointment of Smt Kamalamma on the Board, the RI Company carried on its business activities with the Board of directors comprising of the 1st petitioner, Smt K. Kamalamma and Shri K.V Niranjan. It is further submitted that no one was appointed as Governing Director in place of Mr K. Venkataswamy the promoter director of the said R1 Company. It is respectfully submitted that after the death of Mr K. Venkataswamy, none of the remaining directors on Board of the R1 Company retired and got re-elected once in three years as stipulated u....
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....under dispute and has not duly taken on record of the same. The said Form No.23 and 32 produced by the petitioner is only office copy of the return filed and that the same is not duly certified copies obtained from Registrar of Companies. During the tenure of 1st petitioner as director on the Board, the R1 Company had incurred severe losses and that the 1st petitioner began to misuse his position as director of the R1 Company. The 1st petitioner had issued cheques to clear his personal liabilities and that the said cheques issued by him had been dishonoured by the bankers due to lack of funds. The 1st petitioner had even contracted the work of distribution of petroleum products through one M/s. Ganesh Transport, for which no amount is remitted into the account of the RI Company. It is further submitted that it is not known as to why the I" petitioner had chosen to give the distribution of petroleum products to an outside agency, when the 1st respondent itself was carrying on the said activity. It is further submitted that the 1st petitioner had debited the R1 Company's a sum of Rs. 1,01,123/- towards loss of lorry accident. 3. The 1st petitioner had not called for the Annual G....
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....Company in accordance with Article 19 of the Articles of Association and that the said meeting was attended by 6 shareholders and chaired by Shri K.V Niranjan is not within the knowledge of the respondents, since the said notice of EGM has not been circulated to all the shareholders of the company except for the family members of the petitioner herein and Shri K.V Niranjan. The averment that the proposal appointing Shri K.V Ravindranath Babu was seconded by Shri K.G.V Chalapathy the 4th respondent herein vehemently denied as false and baseless. The further averment that necessary Form No. 32 along with Form No.23 were filed with the Registrar of Companies, Bangalore on 23.08.2004 were filed by the petitioner are may be true and the same is not within the knowledge of this respondents. The averment in paragraph 6.5 of the petition that the respondents had convened an Extraordinary General Meeting on 12.01.2006 and in the said meeting the respondents removed the 1st petitioner, Shri K.V Niranjan and Sint K. Kamalamma from the office of directorship and appointment of Shri K.C Yogish, Shri K.C Bharath and Shri K.N Dhananjaya as directors in their place is admitted as true and correct.....
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....f injunction against the respondents herein. The respondents had filed an Miscellaneous Appeal No.16 of 2006 before the Hassan Court. Senior Division challenging the order passed by the lower court at Arsikere, the Hon'ble Court at Hassan had set aside the order passed by the lower court and remanded the matter to Civil Court for fresh consideration. 4. While so the company had issued a notice dated 22.04.2006 to convene the Annual General Meeting on 24.05.2006 for passing special resolution/ ordinary resolution inter alia for withdrawing the Board resolution dated 01.07.2004 and special resolution dated 19.08.2004 passed at the Extraordinary General Meeting is admitted as true and correct. In this regard, it is respectfully submitted that the said Annual General Meeting had been convened to discuss not only the above subject matter but also for adoption of accounts for the year ended 31.03.2004 which was kept pending for quite some time. Further the 1St petitioner had not convened the AGM for adoption of accounts for the year ended 31.03.2004. The averments in paragraph 6.8 of the petition that the 1st petitioner herein was appointed as chairman and managing director in accor....
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....8.2004 in accordance with Article 19 of the Articles of Association. Admittedly the company was incorporated on 1 1.12.1947 and one Mr K. Venkatswamy was appointed as Governing Director for life. As per Article 15 of the Articles of Association Shri K. Venkatswamy shall be the Governing Director of the company and he shall hold the office for life or until he voluntarily resigns. Further Article 16 states that the governing director shall not be subject to retirement by rotation. Further Article 19 states that if Shri K. Venkatswamy dies or ceases to be the governing director the company may appoint any other person to be the governing or managing director in his place. The contention of the petitioners is that the first petitioner was appointed as governing director w.e.f 19.08.2004 in accordance with Article 19 of the Articles. The respondents contended that after the death of K. Venkatswamy the company comprised with only directors and there was no governing director. It is also stated that the purported EGM held on 19.08.2004 in which the petitioners contended that he was appointed as governing director, was attended by the first petitioner and his family members and passed the....