TaxTMI 
TaxTMI 
2020 (6) TMI 799
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....ave been conducted by the respondents R2 to R5, in a manner oppressive to the petitioners and in a manner prejudicial to the interest of the R1 company and pressed for moving this application for an early hearing through video conferencing (VC), due to disruption of Tribunal work in view of lockdown due to COVID- 19. 2. The urgency set out in the application being found satisfactory this petition was listed for hearing on today, i.e., by giving advance notice from the Registry of Kolkata Bench to the respective parties, i.e., petitioners and the respondents respectively. 3. In response to receipt of notice issued by the registry of this bench, the respondents No 2 and 3 representing R1 requested through an email for an adjournment all....
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....akespeare Sarani Police Station on 16/03/2020 in this respect. It is further submitted by the Ld. Counsel for the petitioners that the petitioners are apprehending that the respondents may resort to issuance of fresh shares and induction of further directors in order to dilute the shareholdings and rights of the petitioners and unless and until the respondents are restrained from conducting the business of R-1 company in such unfettered manner, the business of R-1 company would suffer complete break down and prays for the following interim relief: 1. Injunction restraining the respondents and each of them and/or their group and/or their men or agents and/or servants from giving any effect or further effect to the Resolution dated 2....
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....anner oppressive to the petitioners and in a manner prejudicial to the interest of the R1 company as alleged. In order to convince me, the Ld.Counsel for the petitioner, stressed four grounds of alleged oppression and fraud allegedly committed by R2 and R3. Firstly he submits that there had been no valid resolution approved by the Board of Directors of R-1 Company on 20/01/2020 and that there was no such Board Meeting held on that date and the same was adopted upon perpetration of fraud upon P-1 and P-2. 8. This ground was demolished by the respondents. R2 asserted that notice of board meetings were served and delivered on the petitioners, that there were two meetings held on 20.01.2020, and in both meetings, the P2 was present and atten....
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....RS. SHALINI SETH AS COMPANY EXECUTIVE. The above extract of the disputed copy of the minutes cannot be ignored as a minutes fabricated by the respondents as alleged, in the absence of reliable materials on the side of the petitioners. 9. The second ground he placed before me is that there is no provision for appointment of an additional director in the Articles of Association of R-1 Company and he read over clause 68 of the Article, wherein the clause is silent in respect of power of appointment of additional directors by the Board of the R1 company. In answer to this submission, R3 would submit that the petitioners consented to the appointment and that appointment was necessitated because the petitioners not cooperating with the R3 w....
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....at DR12 was published on 21st January,2020 informing the authorities about the appointment. In view of the said factors the submission of R3 cannot be prima facie held falsehood without verifying records available with the respondents. 10. The third submission is that R-2 and R-3 have fraudulently took the signatures of the petitioners on the signature card on 12.03.2020, for the purpose of KYC and later used it to add additional signatories to the bank account and to change the mode of operation of the account by adding R-4 and R-5 as new signatories to such accounts with instructions to the bank that transactions could now be made by signature of any 4 of the signatories. When asked about the qualifications of the P1 and P2, the Ld.Cou....
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....to a minority. So the apprehension of the petitioners that if an order of injunction is not passed as prayed for there is every chance of resorting to issuance of fresh shares and induction of further directors in order to dilute the shareholdings and rights of the petitioners is devoid of any merit. 12. The novel Coronavirus has created an absolutely unprecedented state of affairs in our country. It has disrupted the entire working of the country be it the government sector, private sector, businesses, educational institutions including judicial work. We are hearing matters which require extreme urgency. For over two months now we have been bombarded by the corona virus narrative. Things seem very uncertain especially in Kolkata. When w....