2016 (12) TMI 1359

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....t No.1-company seeking permission to hold a Board Meeting on an urgent basis to consider various items reflected in the draft agenda (Annexure-F). The application has been necessitated because of order dated August 30, 2016 passed by this Tribunal where applicant-respondent No.1 had given undertaking to the effect that no meeting of its Board of Directors was to be held without prior permission of the Tribunal. 2. Applicant-Respondent No.1 has pleaded that the Non applicant-petitioner holds merely 0.06% shares and had resigned as Managing Director of the company w.e.f. August 12, 2016. He was in charge of the day to day affairs of the company and its subsidiaries. As a result of his resignation several key managerial personnel of the com....

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.... of transactions amounting to Rs. 41 crores by the applicant/respondent No.1-company. It is alleged that after filing of the petition the Respondent No.1-company has been making several attempts to frustrate the cause agitated by the petitioner before this Tribunal. In that regard a reference has been made to the letter dated August 25, 2016 filed by the representative of Respondent No.1, filing of Form DIR 12 late in the evening of August 29, 2016 and under the guise of statutory compliances, the proposed Board meeting has been convened to legitimize the various illegal and oppressive actions of Respondent No.2. The agenda does not contain any specific proposal of reviving the business of the company or any proposal to reconstruct the oppr....

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....r appointed by the company. He is sought to be given by draft agenda charge of asset of the company although his appointment is under challenge in the Company petition. Objections have also been raised with regard to the preferential shares amounting to Rs. 3440891 and confirmation of the minutes of the meeting held on 4.5.2016, 14.5.2016, 20.5.2016 and 16.6.2016; also in respect of some other items. Merely because the non applicant-petitioner has challenged the appointment of directors and some other actions of Respondent No.1-company could not be suffice to refuse permission to hold to a meeting to facilitate day to day affairs of the applicant-Respondent No.1-company. The activities and functions of the company cannot be stifled by passi....