Chandrakant Ranchhodbhai Patel v. Electronic Manufacturing and Design Services India P. Ltd.
2012-04-16
D.V.SHYLENDRA KUMAR, K.GOVINDARAJULU
body2012
DigiLaw.ai
JUDGMENT D.V. Shylendra Kumar, J.—This is an appeal by the company petitioner in Company Petition No. 7 of 2012 before the Company Law Board, Additional Principal Bench, Southern Region, Chennai. The company petition had been presented under sections 111(4), 397 and 398 of the Companies Act, 1956, alleging acts of oppression and mismanagement on the part of majority shareholders and also acts of mismanagement on the part of other persons in the board of management particularly in passing the resolution for not only co-opting and continuing the third respondent as a director but also to remove the petitioner who was an existing director, from the directorship of the company in terms of the board resolution, passed in the extraordinary general body meeting held on January 23, 2012. 2. It is in this background, the company petition has been presented and the company petitioner had also made an application and had sought for an interim relief to the following effect : 9. The petitioner prays that this Hon'ble Board be pleased to pass the following interim orders : That pending this petition, 9.1. Direct the respondents not to give effect to the resolution, if any, passed in the extraordinary general meeting dated January 23, 2012, removing the petitioner from the directorship of the first respondent-company; 9.2. Direct the second respondent not to act by virtue of the 9,000 (nine thousand) equity shares allotted to him on March 28, 2011; 9.3. Direct the fourth respondent not to act by virtue of the 50 (fifty) equity shares held by him; 9.4. Direct the respondents not to allot or transfer any shares of the first respondent-company; 9.5. To direct the second respondent to produce the minutes book of board meetings, minutes book of annual general meeting attendance register of board meetings and annual general meeting. Accounts of the company, registers maintained under section 209 in regard to the true nature of income and affairs of the company, purchase of sale register, directors' report and auditors' report annexed to the annual report, bank statements of both the banks of the first respondent-company, notice of the annual general meeting, postal receipt for service of the annual general meeting on the petitioner, notices and postal receipt for service of board meetings on the petitioner. 9.6. That an independent director and chairman be appointed for overseeing the administration of company activities. 9.7.
9.6. That an independent director and chairman be appointed for overseeing the administration of company activities. 9.7. That an independent investigation be carried out by a person appointed by the Hon'ble Bench into the management and affairs of the respondents. 9.8. That an inspection by the petitioner or its nominees including special audit of the books of account, statutory books and other documents of the first company be permitted. 9.9. Pass such further or other orders as this hon'ble Bench may deem fit and proper in the facts and circumstances of the case and thus render justice. The above said prayer had been sought for by way of interim relief before the Company Law Board. 3. The Board after hearing the parties and their counsel, while declined to grant the prayer as sought for by the company petitioner, however, made removal of the petitioner from the directorship and also the co-opting of other person as a director subject to final result of the company petition and with the hope that the main petition itself would be disposed of within a couple of weeks. 4. It is aggrieved by this order dated January 31, 2012, the present appeal under section 10F of the Act is filed. The appeal is directed against an order passed on the interim prayer. All interim prayers are in the discretion of the forum where the main matter is pending and until and unless while passing the order, the forum has exceeded its jurisdiction or has acted clearly in contravention of statutory provisions, such orders are not to be interfered with, as a matter of course, as though it is a matter which warrants interference or examination in respect of a final order of the forum. 5. In the present case, having heard Sri S. Vivekananda, learned counsel for the appellant and Sri Keshava Kumar B., learned counsel for the respondents, we do not find any need for interference in respect of the interim order of the Company Law Board. 6. Moreover, when the prayer for interim relief and the final relief are almost one and the same and the examination of the prayer for interim relief is as good as an entire examination of the merits of the case.
6. Moreover, when the prayer for interim relief and the final relief are almost one and the same and the examination of the prayer for interim relief is as good as an entire examination of the merits of the case. Therefore, we are not inclined to interfere with the impugned order, appealed against but the main matter itself can be moved for examination before the Company Law Board. Accordingly, the appeal is dismissed.