TaxTMI 
TaxTMI 
2018 (9) TMI 2017
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....onsideration is filed under section 8 of the Arbitration and Conciliation Act, 1996 (the Arbitration Act) by M/s. RIMS Bellrose Institute of Medical Sciences Private Limited, the Ist Respondent Company in the main petition, to refer the dispute between the parties to the arbitration. 2. The petitioners, the RI and R2 in the present application, have filed a petition under section 241 and 242 of the Companies Act, 2013 (the Act) alleging various acts of oppression and mismanagement in the affairs of the applicant Company and sought for the following reliefs: a. To appoint an independent auditor to audit the accounts of the Company from the date of incorporation till date; b. To direct the Respondent No. I to convene and ....
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....ions arising under SPA and SSSA dated 20.04.2013. Merely by adding a few directors as respondents who are obviously bound by an agreement to which the RI and R2, the petitioners in the main petition, are parties when they constitute the board of the applicant Company, it cannot be said that the scope of the case falls outside the arbitration. The RI and R2 herein are directors and they are parties to the Arbitration Agreement. • The Respondent No. 2 and other Respondents in main petition are none other than the directors nominated by the Investor as per clause 10.2 of the SSSA. What binds the Company will bind its board of directors and shareholders. • Even according to the petition, the applicant Company has issue....
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....e company and it is to be noted that the RI and R2 herein are the promoters and they are continuing as directors of the company. Further Clause 19.4 and 19.5 of SSSA and Clause 17.4 and 17.5 of the amended AOA deal with the provisions of infusing funds and it also bars the RI and R2 to obstruct or create any impediment to such further subscription by the investor. • All the allotments are made as per relevant clauses of SSSA and AOA and complying with the provisions and also in the paramount interest of the Company. • The RI and R2 have made bald allegations without producing even a shred of paper to prove their allegations and not made any prima facie case of oppression and mismanagement and filed this dressed up ....
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.... (iii) (2017) 136 CLA227 - Binod Kr Bawri and others Vs. Calcom Cement Limited and others - wherein held The discussions made herein before unequivocally show that the company petition is nothing but a dressed up petition vvhich is designed only to hide the actual colour of the disputes before the CLB and tried to paint such disputes as management disputes. Where the company petition is malafide, vexatious or oppressive and one that is merely dressed up to avoid an arbitration clause, the matter can be referred to arbitration. 5. The Respondent I and 2, the petitioners in the main petition, filed their counter. In brief the submissions made in the counter are as follows: (i) The application filed under section 8 of the Arbi....
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....CLB might. 7. Heard both the parties and perused the pleadings. Now the point for consideration is whether the present application filed under section 8 of the Arbitration Act is maintainable or 8. It is fact that the SPA and SSSA have clauses for referring the dispute to Arbitration and it is admitted by both the parties. The main allegations of the petitioners in the main petition are that the R2 has completely ignored the petitioners and taking independent decisions; purchasing equipments to be utilized in the other company and the R2 in the main petition is increasing his shareholding in the Company thereby making the petitioners as minority It is a fact that the petitioners shareholders. wanted funds for the development of the co....
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....r appointment of an auditor to audit the accounts of the Company from its incorporation, direct the respondents to convene the board meeting to consider the passing Of the accounts so audited, grant injunction restraining the R2 from making transfer of funds except with the consent of the petitioners and other board members and restore the rightful position and authority of the petitioner to the direct control of the operations of the applicant company. It is a fact that the board meetings and general meetings have been convened by the Company as per the provisions of the Act and the petitioners are party to all such decisions taken in the said meetings. The infusing of funds and allotment of shares are also covered in the SSSA. The other d....