TaxTMI 
TaxTMI 
2020 (8) TMI 550
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....NCLT, Single Bench, Chennai in TCP 163/2016 (CP/23/2016). 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....
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.... the accounts of the 1st Respondent company and direct the chartered accountant as may be appointed by this Hon'ble Bench to submit a report 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 Di....
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....ors. Respondent denied that they are disposing the properties of the 1st respondent company and it would be the Board's decision on any purchase or disposal of properties as per the Act. Respondent 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....
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....restrain or refrain the respondents from dealing with shares. 15. We have heard the parties and perused the record. Every shareholder have a right to transfer his right after completing all the formalities, if otherwise the same are in order. We 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 wa....
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....ppellant was not to attend the Meeting otherwise she would have waited there at least some time after 10.30 AM and would have written that no meeting was held. Further even if the appellant would have attended the meeting the resolution would have been passed 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 t....
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.... on the same date for which an advance of Rs. 2.47 was given to 3rd respondent by 1st respondent. We note that the said advance has been repaid by 2nd respondent by liquidating her personal investments. Learned counsel for the appellant not disputed the same. We are convinced 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 consultant....
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....argued that shockingly appellant and her husband started to transfer and siphon off monies and drew DDs of Rs. 22 crores in favour of 1st Respondent and deposited the DD in another HDFC Bank account of 1st respondent and got another demand draft made in name of 1st respondent. 2nd respondent immediately issued letter to Bank (Page 345 of appeal) to cancel the earlier mandate. Learned counsel for the Respondent argued that merely adding an additional signatory to a bank account cannot be claimed to be an act of oppression. Learned counsel for the Respondent argued that the money in IOB of 1st respondent was only for 1st respondent use and no authorisation and/or approval was given to allow appellant to use money for any other purposes. Learned counsel for the Respondent argued that LCF Trust has no connection with 1st respondent and this cannot be claimed to be an act of oppression and mismanagement. 26. We have heard the parties and perused the record. We note that the Trust has no connection with 1st respondent. It is true that the 2nd Respondent has gifted the amount to appellant. From the statement we find that the appellant has utilised the amount for their personal expenses....