LOKAMATHA RANGAPPA Vs. B MANOHAR

JUDGEMENT

(1.) THIS original side appeal is preferred by the respondents 2, 3, 4, 5 and 9 against the order passed by the Company Court allowing the Company Application No.550/2014.

(2.) FOR the purpose of convenience, the parties are referred to as they are referred to in the Company Petition.

(3.) THE petitioner Mr.Kathim preferred a Company Petition under Section 433(f) of the Companies Act, 1956 (hereinafter referred to as 'the Act' for short) for winding up of the Company on the ground that it is just and equitable to wind up the company. In the body of the petition, the petitioner has set out several acts of oppression and mismanagement on the part of the respondents who are managing the company. After service of notice, the respondents entered appearance and filed their statement of objections denying the allegations. During the pendency of the petition, the petitioner filed an Company Application No.1886/2013 for convening a Extra -ordinary General Meeting of the company either on 25 -9 -2013 or on 3 -10 -2013 and to appoint an independent Chairman to preside over the said meeting. Learned counsel for the parties submitted that they had no objection to appoint Sri.Shreyas Jayasimha, learned advocate to preside over the said meeting as an independent Chairman. Accordingly the application was allowed. In pursuance of the said order, the extra ordinary general meeting was convened and the Chairman appointed by the Court submitted his report. Thereafter, the company petition was taken up for admission. After submission of the report by the Chairman, C.A.No.550/2014 was filed by the petitioner for a declaration that the Resolutions placed before the shareholders on the Extra -ordinary General Meeting of the first respondent -Company dated 25 -09 -2013 have been duly passed by the share holder and that consequently, respondents 2 to 5 and 7 to 9 have ceased to be the directors of the first respondentcompany in the interest of justice. In the application, after setting out briefly stated facts in the company petition at paragraphs 6 and 7, the facts supporting the said prayer in the application has been set out, which reads as under: