TaxTMI 
TaxTMI 
2021 (1) TMI 107
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.... B Equity Shares of Respondent No. 9. 3. Respondent No. 09 is a company engaged in the business of system integration of industrial automation systems, manufacture of control panels, UPS, chargers, gas generators, involved in trading of electrical components and equipment and rendering of services of design engineering, software, commissioning and of repairs type. It employs around 600 people at different locations. 4. The counsel for the applicants stated that the applicant no. 03 is a technocrat and commenced the Process Automation Division of the Respondent No. 09 and also expanded it both geographically as well as technically at a very rapid scale which ultimately helped the Respondent No. 09 to attain the required success in the field of Process Automation. 5. The counsel further mentioned the relationship between Applicant No. 01 and Applicant No. 03 and the respondents continued to be cordial invoking confidence and mutual trust till 2018. However, from the year 2018 and after introduction of Respondent No. 03 as the Executive Director of Respondent No. 09, their basic foundation of trust was shaken. Also, it was observed in the recent past, the acts of the Sirur Fa....
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....o, it was alleged that the Respondent No. 03 has been fraudulently accessing the computer of Applicant No. 01 and has been sending e-mails, which are in the best interest of the Sirur family only. 12. The applicants pray before this Bench to declare the convening of the Extra Ordinary General Meeting by Respondent NO. 09 scheduled on 07.08.2020 to be illegal and void and/or to be stayed till a final decision in this petition. The applicants further prays to issue directions that the Applicant No. 01 and 03 should not be threatened and/or cannot be removed as the Managing Director till a final decision is arrived at. Further, the decisions taken at the EGM shall be permitted with the exercise of voting right in respect of Class B Equity Shares of Respondent NO. 09 by the shareholders of that class of Equity Share Capital. Also, the applicants pray to direct the Respondents 01 and 03 to not to incur legal expenditures from the resources of Respondent No. 09 till the decision in the said Petition. 13. The counsel for the Respondent No. 07 also made representation before this Bench. He made the very first submission by stating that the EGM cannot be stayed and before going into t....
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....of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company within the period specified in subsection (4). (3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. (4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of three months from the date of the requisition. (5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board. (6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be....
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....ty for defamatory matter; and the Tribunal may order the company's costs on the application to be paid in whole or in part by the director notwithstanding that he is not a party to it. (5) A vacancy created by the removal of a director under this section may, if he had been appointed by the company in general meeting or by the Board, be filled by the appointment of another director in his place at the meeting at which he is removed, provided special notice of the intended appointment has been given under sub-section (2). (6) A director so appointed shall hold office till the date up to which his predecessor would have held office if he had not been removed. (7) If the vacancy is not filled under sub-section (5), it may be filled as a casual vacancy in accordance with the provisions of this Act: Provided that the director who was removed from office shall not be re-appointed as a director by the Board of Directors. (8) Nothing in this section shall be taken-- (a) as depriving a person removed under this section of any compensation or damages payable to him in respect of the termination of his appointment as director as per th....
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....la fide or for a collateral purpose, it would amount to oppression under sections 397 and 398. (e) Once conduct is found to be oppressive under sections 397 and 398, the discretionary power given to the Company Law Board under section 402 to set right, remedy or put an end to such oppression is very wide. (f) As to what are facts which would give rise to or constitute oppression is basically a question of fact and, therefore, whether an act is oppressive or not is fundamentally/basically a question of fact. The counsel for the applicants also cited the following paragraph from the judgment of the Company Law Board, Mumbai Bench in the matter of, Fourcee Infrastructure Equipments (P.) Ltd. v. General Atlanta Singapore Fund (P.) Ltd. 54. It is a settled proposition of law that while granting an ad-interim injunction order, the Court is required to examine three essential ingredients. Firstly, prima facie case in favour of a party who seeks an ad- interim injunction orders. Secondly, balance of convenience and thirdly, question of irreparable loss. In other words, the court while granting or refusing to grant ad interim injunction should exercise so....