TaxTMI 
TaxTMI 
TaxTMI 
2017 (7) TMI 1296
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....s maintainable. LW 39. xxxx Yet the fact remains that the respondents are getting the remunerations of Rs. 3,60,000/- per annum as - whole time Directors as reflected in the annual returns. As per additional documents attached with CA No. 14 of 2014, the petitioner has flied the financial statements of the Company for the years 2014-15 and 2015-16, which shows that the remunerations are being paid to R-2 and R-3. From the said statements, it is quite clear that R-3 shown as Chairman and whole time Director receives Rs,2, 10,000/- per annum as remuneration, whereas R2 whole time Director receives Rs. 1,50,000/- per annum. The petitioner has categorically stated that no dividends of the Company are being paid for the past many years and this fact is also reflected in these financial statements. The respondents have not even contradicted the aforesaid allegation that the dividends have not been paid to the petitioner since the time of his induction as Director. The petitioner also wanted to say that nothing was even paid to his mother. who was a shareholder during her life time, but mother of the petitioner never raised any such issue before any forum. This aspect would however giv....
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....04,2015 till payment This payment shall be made within three months of communication of the final report by Valuer and on receipt amount the petitioner shall execute all the documents/deeds necessary for the transfer of the shares held by petitioner of the Company in favour of the respondents and/or their nominees within two weeks therefrom; v)In case the respondents decline to purchase the shares of petitioner or fail to pay the amount within the period of three months from receipt of the final report of Valuer, the petitioner shall have the right to purchase the same from the respondents No.2 and 3. The procedure and time line as indicated as per the direction at (iv) shall be followed even in that case; vi)The remunerations of the Valuer shall be negotiated and paid by the Company in three equal Instalments. The first instalment shall be paid to the Valuer within one week of receipt of certified copy of this order and second instalment on submission of the valuation report within the stipulated period and the third and final Instalment shall be payable to the Valuer on submission of the final report together with the objections and supplementary report; vii) We further ....
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....he company and that the books of account were found to be fudged and cash entries had not been updated. It is further averred that the true profit of company was never declared nor the legally due dividend has been paid to the shareholders. Also, the appellant challenged the renewal of the lease deed by R2 & R3 and his removal from the directorship of RI company. 8. The appellant had also separately filed a civil suit, bearing case no. 1482/2015 before id. Court of Sh. Simran Singh, PCS, Civil Judge, Jalandhar on 06.07.2015 seeking the declaration that his removal from the directorship as null and void. 9. It is the case of the appellant that the tribunal despite its finding that there is oppression and mis-management against the appellant with minority holding in the respondent no. 1 company instead 'of reinstating the appellant as director has directed the removal and exit of the appellant from the respondent no. 1 company. 10.That the only income of the respondent no 1. company is the rental income received from the lease property. It is contended by the appellant that when R-2 and R-3 are not handling the day-today affairs of the respondent no. 1 company, how can they....
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....f directors, here both the statutory requirements have not been complied with. These provisions are mandatory in nature and non-compliance of any of them would render the decision of the meeting as illegal and therefore the removal of the appellant by the respondents in the EOGM dated 7.05.20 15 is null and void. 15. In the light of the above observations made, we are of the view that the business of the company is practically not there, also the removal of the appellant from directorship of the R1 company is illegal and the remuneration drawn by the respondents when the company is not functional in itself may amount to siphoning of funds and an act of oppression against the minority shareholders. It is also noted that the law cannot be used as a weapon to remove the minority shareholder from the company when there is an act of oppression against the minority shareholders. Otherwise, it would become easy for a majority shareholder to commit an act of oppression against the minority shareholder and then get him removed from the company by giving him his value of share which has already been reduced due to the act of oppression and mismanagement. Further,. the law cannot be applied....