SANJIV GUPTA Vs. GETIT INFOSERVICES PVT LTD &ORS

JUDGEMENT

(1.) This is an application filed by Respondent No.l-company seeking permission to hold a Board Meeting on an urgent basis to consider various items reflected in the draft agenda (Annexure -F). The application has been necessitated because of order dated August 30, 2016 passed by this Tribunal where applicant- respondent No.l had given undertaking to the effect that no meeting of its Board of Directors was to be held without prior permission of the Tribunal Applicant -Respondent No.l has pleaded that the Non applicant-petitioner holds merely 0.06% shares and had resigned as Managing Director of the company w.e.f. August 12, 2016. He was in charge of the day to day affairs of the company and its subsidiaries. As a result of his resignation several key managerial personnel of the company including the Company Secretary and Chief Technology officer have also tendered their resignation. [Annexure B & C). The applicant/respondent No.l-company is facing huge and crippling financial crises and has not been able to pay third parties, creditors, vendors and employees. The applicant-Respondent No.l-company and its subsidiaries have been compelled to cease their operations on account of lack of funds which is proved by email dated August 17, 2016 [Annexure -D]. It is in these circumstances present application has been necessitated.

(2.) The prayer made by the applicant -respondent No.l-company has been opposed. It has been pleaded that non applicant -petitioner was forced to resign and Form DIR 12 was uploaded on the portal of Registrar in a surreptitious manner. The aforesaid issue is the subject matter of the company petition. The affairs of the company were being conducted as per the directions and control of Respondent No.2 and its holding company Astro Overseas Ltd. It is alleged that the creditors and the employees of Respondent No.l-company have been dealing with it on the basis of false assurances given by Respondent No.2. The petitioner had conveyed those assurances to creditors and employees as per the desire of respondent No.2. The non applicant - petitioner has made reference to merits of the controversy in the main petition which eventually led to his resignation, it has been pleaded that the respondent may be directed to provide details of utilization of transactions amounting to Rs.41 crores by the applicant/respondent No.l-company. It is alleged that after filing of the petition the Respondent No.l-company has been making several attempts to frustrate the cause agitated by the petitioner before this Tribunal. In that regard a reference has been made to the letter dated August 25, 2016 filed by the representative of Respondent No.l, filing of Form DIR 12 late in the evening of August 29, 2016 and under the guise of statutory compliances, the proposed Board meeting has been convened to legitimize the various illegal and oppressive actions of Respondent No.2. The agenda does not contain any specific proposal of reviving the business of the company or any proposal to reconstruct the oppressions.

(3.) The non applicant-petitioner has fairly stated in para 15 that he has in general no objection to holding of the meeting to facilitate the smooth working of the company provided the items which are not of urgent nature may be deferred till the disposal of the company petition, and the decision taken on other agenda items at the proposed meeting shall not have any effect on the merits of the company petition; and it shall not amount to legitimization of the acts of oppression. It has been prayed that periodical statements of all Bank accounts of respondent No.l-company may be filed before the Hon'ble Tribunal. The non applicant - petitioner No.l has then offered objections in respect of items Mos. 5.6.4, parts of 6.5, 6.8, 6.11, 6.19, 6.20, 6.21, 6.23 and 6.25.