TaxTMI 
TaxTMI 
2020 (8) TMI 550
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..../2016). ii) Any such other orders as this Hon'ble Tribunal may deem fit in the interest of the facts and circumstances of the present case. 2. The brief facts of the case are that the 1st Respondent company is a closely held family company. The company was incorporated by Mr. M.Ct. Muthiah in 1988 and the shareholding was equally held by the Mr. M. Ct Muthiah and his wife, 2nd Respondent. The authorised capital of the 1st respondent company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each and the paid up share capital of the company is Rs. 6,67,130/- divided into 66713 shares of Rs. 10/- each. Mr. M. Ct Muthiah died in September, 2006 and his shareholding in 1st Respondent was equally divided into his legal heirs. The details of the shareholding of the appellant, 2nd and 3rd Respondent in 1st Respondent Company, after the death of Mr. M. Ct. Muthiah are asunder: Appellant 17% -11419 shares 2nd respondent 66% -43875 shares 3rd Respondent 17% -11419 shares 3. The appellant (original petitioner) had filed a Company Petition No.23/2015 before the Company Law Board, Chennai against the Respondents under Section 397 and 398 read with Section 402 of the....
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....ort before this Hon'ble Bench on the financial statements of 1st respondent company for the year ended 31.03.2013 and 31.03.2014, pending disposal of the Company Petition; and ii) To grant an order of temporary injunction restraining the Respondents from altering the shareholding pattern of the Company and to maintain the shareholding as set out in para 3.7 hereinabove without the leave of this Hon'ble Bench pending disposal of the Company Petition. iii)To grant an order of temporary injunction restraining not to give effect to the Board Resolution allegedly passed on 06.01.2015 and restraining the 4th Respondent, Ms Gomathy Subramaniam from acting as Director. iv)To grant an order of temporary injunction from altering the composition of the Board of Directors, being the Petitioner, 2nd Respondent and 3rd Respondent, or induct any other person as director, without the leave of this Hon'ble Bench, pending disposal of the Company Petition; v) To direct that in respect of a quorum for any meeting of the Board of Directors of the 1st Respondent Company or the meeting of the Shareholders in respect of the 1st Respondent company, shall require the presence of the Petitioner or he....
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....nt stated that the accounts of 1st respondent cannot be frozen. Respondent stated that the independent observer cannot be appointed in the Board and the General Meetings. The Respondent prayed for disposal of the petition. 6. The original petitioner filed its rejoinder and reiterated the contents of petition. 7. Respondent filed sur-rejoinder and denied all the allegations levelled in the rejoinder and has specifically stated that there is no intention to oust the original petitioner from the Company. 8. The original petitioner/appellant filed C.A. No.3/2016 seeking the following reliefs: i)To direct that the bank accounts of the 1st Respondent ought to be jointly operated by the applicant and by either the 2nd or the 3rd respondent. ii)To direct that an administrator be appointed to take over and oversee the affairs of 1st respondent, pending disposal of the company petitioner iii)Such further order or orders and/or direction or directions as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case. 9. After hearing the parties the NCLT Chennai dismissed the petition and passed the following order on 4.9.2018:- "In the light of the fact....
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....e have gone through the document at Page No.117 of IA No.686 of 2019 and noted that the shares are now jointly held by 2nd and 3rd Respondent and the transfer of registration of shares was done on 28.6.2013. We further note that the shares have been registered on 28.6.2013 much before filing of Company Petition by the appellant before CLB/NCLT in 2015. We have also noted that the shares relating to the appellant are untouched and she continues to be 17% shareholder of 1st respondent. Learned counsel for the appellant has not informed the Tribunal what harm has been caused to her if the shares are now jointly held. Further the shares have not been transferred to an outsider. Learned counsel for the appellant has also not shown if there is any illegality. Therefore, we find no force in his arguments, therefore, it is rejected. 16. Learned counsel for the appellant argued that equitable distribution was agreed and manner of distribution was being discussed for both the parties to have as equal division of wealth as possible. Learned counsel for the appellant argued that a demerger scheme was also prepared for trifurcation of 1st respondent but the dispute started when 3rd respondent ....
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....ed with majority of the directors. As regards the appointment of 4th Respondent as independent director is concerned, we find no illegality in appointment. 21. Learned counsel for the appellant argued that Alagappa Property was purchased in company's name. There is no authorisation and No commercial value. Architect has confirmed this fact (Page No.379 of Appeal Paper Book). Learned counsel for the appellant argued that the only purpose to purchase this property to get access/passage to 3rd Respondent's residential house. Learned counsel for the appellant further argued that the property was purchased in 3rd Respondent's name with unauthorised loan of Rs. 2.47 crores from the Company and allegedly repaid to the subsidiary of the Company by 2nd Respondent. 22. Learned counsel for the Respondent argued that 1st Respondent passed a Board Resolution dated 1.2.2013 (Annexure 3/Page150-151 of Counter Affidavit) wherein the Board of Directors, including the appellant, authorised 2nd respondent to invest surplus funds of 1st respondent. Learned counsel further argued that 2nd respondent invested the said surplus fund towards purchase of property situated at Alagappa Road in the name o....
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....onvinced that purchase of the property is a commercial decision which cannot be question as the same may either result in profit or loss and the commercial decision does not require any judicial interference. Further raising objections after 19 months with support of architect is an afterthought to build a case for filing before the NCLT. 24. Learned counsel for the appellant argued that the appellant had established a Trust-"Learning Curve Foundation" to establish a residential school and the same was done with full support and knowledge of 2nd respondent. Learned counsel for the appellant argued that Rs. 25 crores was earmarked to the same and 2nd respondent gave a donation of Rs. 1 crores. Learned counsel for appellant argued that account was created in Indian Overseas Bank and amount was transferred to it and the appellant was authorised signatory. Appellant entered into multiple agreements with consultants, architects. Learned counsel for the appellant argued that 3rd respondent resigned from LCF Trust on 22.1.2014. Learned counsel for the appellant argued that the appellant apprehended that funds allocated to her would be blocked, therefore, the appellant took 3 pay orders ....