AI Drafter 
TaxTMI 
TaxTMI 
2016 (6) TMI 138
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....Mr.Vivek Holla, learned counsel appearing for the main contesting party-respondents No.2 and 3 i.e., the original petitioners No.1 and 2 who are appearing on caveat. 3. Learned counsel for the appellants contended that original petitioner No.1 had resigned and thereafter a meeting was held and various decisions were taken including that of permanent directorship and affirmative vote. The allegation of misappropriation of money were not proved before the CLB since the procedure before the CLB is by way of summary procedure. He further contended that the decisions were already taken by the Board and the Articles were also amended accordingly. The CLB ought not to have issued the directions which are issued in the impugned order. Learned....
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....f the auditor for examination, but in any case, he should not be the statutory auditor of the Company. 4. Whereas Mr.Vivek Holla, learned counsel appearing through caveat contended that in the operation of the Company, there are certain routine expenses and tax liabilities, namely payment of salary and payment of statutory dues etc., in respect of which if no compliance is made, it would create further complication. He submitted that the original respondent No.3-the appellant herein may not agree to sign the cheque at all for operation of bank account of the Company and the resultant situation would be that there will be more complication in the administration. However, he fairly submitted that if this Court is inclined to alter the mode....
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.....2 and 3 and t he amendment of articles of association etc. It appears to us that a view taken by the CLB for functioning of the Company under the principles of partnership cannot be said to be unreasonable. Further, the minority has oppressed the majority under one pretext or the other and the CLB has issued consequential direction, which cannot be said to be erroneous or beyond the scope of its power nor it can be said to be perverse exercise of its discretion. At this stage, we may reiterate that the CLB has issued the following directions: (a) The appointment of the Respondents No.4 to 10 was bad in law and hence, declared null and void; (b) The Resolutions for the removal/resignation of the Petitioner No.1 and Respondents No.2 & ....
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....petitioners No.1 and 2 were compelled to sign certain resolutions of the Board of Directors. It is true that CLB cannot undertake full-fledged fact finding enquiry as that of a Civil Court. If one is having a majority in the shareholding pattern etc., he would not abandon the right in favour of the minority, nor would he create a situation which would result into putting himself into a minority position. When one is in a majority, he, in normal circumstances, would not agree for the amendment in the Articles/Resolutions for prejudicing the interest of the majority. By applying reasonable prudence, in our view, the CLB could have issued appropriate directions. It is not a case where somebody was to be punished on account of coercion or force....
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....re is no material produced on record to contend that the appellant herein-original respondent No.3 and his group are having no confidence in the statutory auditor. No material is produced to show that the statutory auditor was appointed by the original petitioners No.1 and 2 still act or that the auditor is acting as per the directions of petitioners No.1 and 2. However, at the same time confidence in the enquiry for examination of the record to be made by the Auditor is required. Hence, we find that if there is joint consensus amongst original petitioners No.1 and 2 as well as original respondent No.3, for a particular auditor, he can be assigned the work for examination of the record of the Company as per the direction No.(h) but in the a....