JAYARAM CHIGURUPATI Vs. PADMASREE CHIGURUPATI

JUDGEMENT

(1.) These two Appeals are preferred against the common order dated 24.11.2010 passed by the Company Law Board, Additional Principal Bench, Chennai in C.A. Nos. 150 of 2010 and 167 of 2010 in C.P. No. 83 of 2009. The Appellants in both the appeals are the Respondents 1 to 3 in C.P. No. 83 of 2009.

(2.) C.P. No. 83 of 2009 was filed by Ranbaxy Laboratories Limited (hereinafter referred to as 'Ranbaxy') under Sections 397 and 398 of the Companies Act, 1956 to declare that the acts of the Appellants herein are prejudicial to public interest and oppressive to the shareholders of Zenotech Laboratories Limited (hereinafter referred to as 'Zenotech').

(3.) Pending C.P. No. 83 of 2009, Ranbaxy filed C.A. No. 150 of 2010 under Section 186 of the Companies Act, 1956 seeking a direction for convening an Extraordinary General Meeting (EGM) of Zenotech immediately to consider the appointment of nominee directors on behalf of Ranbaxy on the Board of Zenotech. The Appellants herein filed C.A. No. 167 of 2010 seeking a direction to maintain status quo with respect to the affairs of the management of Zenotech alleging that any change in the Board of Directors of Zenotech would prejudice their interest as well as the company. After hearing both the parties, the Company Law Board, by common order dated 24.11.2010 allowed C.A. No. 150 of 2010 and granted permission to Ranbaxy to convene the EGM of Zenotech and consequently dismissed C.A. No. 167 of 2010. However it was observed that the conduct of EGM and the decisions taken thereon should be subject to the final outcome of C.P. No. 83 of 2009 and C.P. No. 51 of 2009. The said common order dated 24.11.2010 is under challenge in the present two Appeals.