At, High Court of Karnataka
By, THE HONOURABLE MR. JUSTICE MOHAN M. SHANTANAGOUDAR & THE HONOURABLE MR. JUSTICE ARAVIND KUMAR
For the Appellant: Deepak, Advocate. For the Respondents: ---------
1. Petition came to be filed before the Company Law Board under the provisions of Section 397, 98, 402 and 406 of the Companies Act, 1956 with the main allegation that respondents 3 and 4 being the Directors of the company have indulged in the acts of oppression and mismanagement in the affairs of the company. Respondents 2 is stated to be the husband of respondent 3. The allegation against him is that he is unnecessarily interfering with the affairs of the company at the behest of respondent 3.
2. Though the respondents were served with the notices before the Company Law Board, they remained absent. However, the Company Law Board on hearing the appellant herein through his Counsel, dismissed Company Petition No. 43 of 2014 with a specific finding that it does not see any acts of oppression and mismanagement in the affairs of the company. However, the Company Law Board has proceeded to issue certain directions in the interest of the company and its Directors. The appellant herein is aggrieved by the said order.
3. On reconsideration of the entire material on record, we do not find any ground to interfere with the impugned order. The allegations made by the appellant before Company Law Board are vague, bald and criptic. No specific acts of oppression and mismanagement of the affairs of the company are pleaded in the petition filed before the Company Law Board. However, it seems that the appellant has issued a notice to the respondents stating certain acts of the oppression, but they are not substantiated before the authority concerned. The Company Law Board on facts and on going through the material on record having been satisfied about the conduct of the business by the Directors particularly respondents 3 and 4, did not agree with the contentions of the appellant. However, as aforementioned, the Company Law Board has proceeded to issue the following directions in the interest of the company.
(i) The company need to comply with the statutory requirement of law with regard to conduct of its meetings and statutory filings.
(ii) The respondents are directed to issue notices to all the shareholders for the general meetings and notices to all the Directors well in advance in compliance of the articles of Association.
(iii) The company shall ensure the presence of all the Directors and the shareholders for the meetings which they are entitled to participate.
(iv) The respondents shall not take any major decisions in absence of any Director in the board meetings.
(v) If any Director for any reason unable to present for the Board meeting and applies for leave of ab
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sence, the Board shall consider the grant of leave. In our considered opinion, the aforementioned directions would be sufficient under the facts and circumstances of the case. Hence, no interference is called for. Accordingly, appeal fails and the same stands dismissed.