Karnataka High Court
Mr. D. Victor Samuel vs M/S Pretechplast Private Ltd on 17 June, 2011
Bench: V.G.Sabhahit, Ravi Malimath
AML eeeens IN THE HIGH COURT OF KARNATAKA AT BANGALORE DATED THIS THE 177 DAY OF JUNE, 2011 ~ ° ; PRESENT THE HON'BLE MR. JUSTICE V. G. . SABHAHIT AND | THE HON'BLE MRJUSIICE RAVI aan . - COMPA.8 OF 2611 | 2 ALWo MISC. CVE. 12137. OF 201) BETWEEN: I. MR. D. VICTOR SAMUEL Te A20/L ViJAYAKIRAN APART MENTS" 32, VICTORIA ROAD | . : BANGALORE- 560647. Pe ... APPELLANT. (By Sri. "MURARI, ADV. FOR" M/S. LEXPLE BUS &C -M 1 POONACHA, ADVS.) AND | 1. M/S PRETECHPLAST PRIVATE LTD . HAVING REGISTERED OFFICE AT " NO.L14, BOMMASANDRA _ JIGANL LINK ROAD ~ KIADB INDUSTRIAL AREA JIGANI, BANGALORE-560105 KARNATAKA "5.2. S.JOHNSON ~NO.55, 2ND CROSS RID ROT 4TH BLOCK, BSK 3RD STAGE BANGALORE-560085 3. S HENRY NO. 91/A, 5TH CROSS BRINDAVAN CROSS ROAD ANJANEYA NAGAR CHIKKALASANDRA BANGALORE-560061. _ «.2 RESPONDENTS.- THIS COMPA IS FILED UNDER SECTION 10 OF THE | COMPANIES ACT, 1956 AGAINST THE ORDER: DATED 11.5.2011 PASSED IN. CA NO.107/2011 "FILED IN C.P.NO.33/2011 PASSED /BY THE COMPANY LAW BOARD, CHENNAI. . . MISC.CVL.NOQ. 12137/2011 IS FILED UNDER RULES 6 & 9 OF THE COMPANY..CQURT RULES, PRAYING TO PERMIT THE. PETITIONER TO. PARTICIPATE IN THE DAY TO DAY AFFAIRS AND FUNCTIONING OF THE FIRST RESPONDENT COMPANY: PENDING DISPOSAL OF THE COMPANY PETITION IN -C.P.NO.33/2011 BEFORE THE COMPANY:.LAW BOARD, "ADDITIONAL PRINCIPAL BENCH. CHENNAI, IN-THE INTEREST OF JUSTICE. "THIS COMPA * AND MISC.CVL. COMING ON FOR . ADMISSION. 'THIS DAY, SABHAHIT J., DELIVERED THE - FOLLOWING: -, JUDGEMENT
. This appeal is filed by the petitioner in Company
- Appiication No.107/2011 on the file of the Company ia A ad 'povetwontontviimtemnnienensee Law Board, Chennai Bench, being aggrieved by the order dated 11.05.2011 wherein the Compariy." Law Board has declined to grant the interim prayer sought for by the appellant herein. However, has observed that.
convening of the EGM and decision taken - shail "be.
subject to the outcome of the Company Petition. a
2. The appellant' herein 'filed the <¢ Company Application under Regulation 44 of the Company Law Board Regulations, 1991, seeking, 'to restrain the respondents: from removing the pe titioner as a Director from the B Board. of the respondent ~ company under Section 284(3) of th the Companies Act in the proposed " EGM_ to "be convened on 12.05.2011. It was the ws coiitention of the appellant in the application that the whote praciss 'adopted by the respondent -- Company is an atiempt to remove the minority shareholder from _ exercising his right as a Director and the provisions of \ By?
saa abc fetits Section 284 had not been followed and that the Board resolution convening the Extra-ordinary General meeting is illegal and therefore, filed the application for.
the above said reliefs. ee
3. The resolution Agenda'. for removing 'the -
appellant from the Board of Dir ectors was placed before the Company Law Beard. "The ¢ Company Law Board having narrated the facts. of the case, found that having regard to the material on record. _notee of requisite time has been issued. 'and fen that this is not a fit case for granting interim . order. 'aS sought for. However, it observed that the decision | taken therein in the Extra- . _ ordinary General Body Meeting shall be subject to the ~ euteome of the Company Petition.
| "A, Being aggrieved by the said order, this appeal is a filed by the appellant -- petitioner before the Company
- Law Board.
ae & {cea RKeRERMOTIRONO
5. Learned Senior counsel appearing for the appellant submitted that the petitioner and Respondents 2 and 3 are the only Directors in the. Company -- Respondent No.1 and attempt has been . made for removing the appellarit irom the Board of Directors and therefore, case is made. out for grant of -- interim order and Company. Law Board Ouight to have granted necessary interim . order to reftait, Respondents 2 and 3 from removing the appellant from the Board of Directors by hoidinig Extra-ordinary General Meeting, to protect the interest of the petitioner ~ appellant herein.
6. We have | given careful consideration to the _ contention of the earned counsel appearing for the
- appellant and' scrutinized the material on record. The appeal is filed against an interim order passed by the Company Law Board. The prayer that was sought for in | the application and considered by the Company Law Uo?
a Board in the impugned order was to restrain holding of the meeting on 12.05.2011 and to prevent Respondents 2 and 3 from removing the appellant from the Boatd of 2 Directors of Respondent No.1 -- Company under Section:
284(3) of the Companies Act. It is well-settled that this. Court in appeal, would be slow to interfere' with the discretion exercised by the Company Law Board while granting or rejecting "the ; interim application for directions, unless some exceptional ground is made out for interference. "Having regard to the above said facts, we are of the opiiion. that no 'exceptional ground is made out and the Company Law Board has observed that convening of EGM and decision taken therein shall be subject to the outcome of the Company Petition. ONT, ilaving regard to the points in dispute, it is "necessary to issue directions to the Company Law
- "Board to expedite the decision of the petition. Learned RAY Senior counsel appearing for the appellant submits that appellant has to file rejoinder in the main petition 'and he would file the same within one week. If Wie inte . for the appellant within one week, "the Company Law Board shall dispose of the main petition within two months from the date, of - "receipt of this' érder or production of certified cop v. winchever is earlier, Appeal "isp rsed. of In view. 'of: the. disposal, of the main appeal, Misc.CvI. is dismissed as unecessary. SEA