RGNUL SEMESTER MOOT COURT COMPETITION, 2021

RGNUL SEMESTER MOOT COURT

COMPETITION, 2021

BEFORE THE HON’BLE

NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH

COMPANY PETITION NO. ___________/2021

KAMLESH SHARMA …………………………………………………………. PETITIONER

Versus

KIRORI LAL & SONS LIMITED AND ORS. ……………………………………...

RESPONDENTS

~ Memorial for the Petitioner ~

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TABLE OF CONTENTS

TABLE OF CONTENTS-------------------------------------------------------------------------------I

LIST OF ABBREVIATIONS------------------------------------------------------------------------II

AUTHORITIES CITED-----------------------------------------------------------------------------III

STATEMENT OF JURISDICTION----------------------------------------------------------------V

STATEMENT OF FACTS---------------------------------------------------------------------------VI

STATEMENT OF ISSUES-------------------------------------------------------------------------VII

SUMMARY OF ARGUEMENTS---------------------------------------------------------------VIII

¶ 1. ARGUMENT ADVANCED-------------------------------------------------------------------1

I. THAT THE PETITION FILED IN THE INSTANT CASE IS MAINTAINABLE-----1

A. The Tribunal Has Discretion To Grant The Waiver In Instant Petition----------------1
II. THE ACT OF THE RESPONDENTS AMOUNTS TO OPPRESSION OR MISMANAGEMENT
UNDER SECTION 241 AND 242 OR ANY OTHER PROVISIONS OF COMPANIES ACT, 2013-- -2
A. That The Board Meeting Was Convened To Unfairly Prejudice The Interests Of The
Petitioner.--------------------------------------------------------------------------------------------2
B. That The Removal Of The Petitioner From The Directorship of the Company Was
Oppressive Qua Their Interest As Shareholders.-----------------------------------------------3
a) That the removal of the petitioner was oppressive and prejudicial to the minority
shareholders.---------------------------------------------------------------------------------------3
b) That the removal of the petitioner was in violation of their legitimate expectations
as shareholders.-----------------------------------------------------------------------------------4
III. THAT THE REMOVAL OF MR. KAMLESH SHARMA WITHOUT GIVING
ANY PRIOR NOTICE AND WITHOUT CONSTITUTION OF SELECTION
COMMITTEE IS AGAINST THE PROVISIONS OF COMPANIES ACT, 2013-----------5
A. That Removal Of Petitioner From Directorship Was Unfair.---------------------------5
a) That the respondents did not give petitioner a reasonable opportunity to be heard.6
b) That The Condition Precedent To The Removal Has Not Been Complied With.- -6
B. That There Were No Sufficient Grounds For The Removal Of The Appellants.------6

PRAYER/RELIEF------------------------------------------------------------------------------------IX

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LIST OF ABBREVIATIONS

ABBREVIATIONS EXPANSION
§ Section
¶ Paragraph Number
AIR All India Reporter
Anr. Another
Art. Article
Ors. Others
Pg. Page No.
Res. Resolution
SC Supreme Court
SCALE Supreme Court Almanac
SCC Supreme Court Cases
SCR Supreme Court Report
U/S Under Section
UOI Union of India
V. Versus

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AUTHORITIES CITED

SUPREME COURT CASES

A.K. Kraipak v. U.O.I., AIR 1970 SC 150................................................................................6

Bhagwati Developers Pvt. Ltd. v. Peerless General Finance Investment Co. Ltd., AIR 2013
SC 1690..................................................................................................................................1
Ebrahimi v. Westbourne Galleries Ltd, (1973) AC 360............................................................5
Kamal Kumar Dutta v. Ruby General Hospital Ltd., (2007) 7 SCC 613..............................2, 6
Rajahmundry Electric Supply Corpn. Ltd. v. A. Nageswara Rao & Ors., AIR 1956 SC 213...1
Ramabhadran Shivaraman v. M/s. Star Quarry and Aggregate Pvt. Ltd. & Ors., CP
No.31/2016.............................................................................................................................3
S.P. Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535.................................................................2
Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad, (2005) 11 SCC 314..........................3, 4
Saraswati Devi Sharma v. M/s. Sharma Ayurved Pvt. Ltd. & Ors., (2011) SCC OnLine CLB
23............................................................................................................................................4
Scottish Co-op Wholesale Society Ltd. v. Meyer, (1959) AC 324............................................2
Uma Nath Pandey v. State of U.P., AIR 2009 SC 2375............................................................6
V.S. Krishnan v. Westfort Hi-tech Hospital Ltd. & Ors, (2008) 3 SCC 363.............................4

HIGH COURT CASES

Bhankerpur Simbhaoli Beverages Pvt. Ltd. v. PR Pandya, (1996) 86 CompCas 842 (P&H)...6

NCLAT CASES

Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd., (2017) 144 SCL 122 (NCLAT).......................1

NCLT CASES

Anup Kumar Aggarwal v. Crystal Thermotech Ltd., 2017 Indlaw NCLAT 1..........................2
Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd., 2017 Indlaw NCLT 1755................................2
O.P. Achuthankutty & Anr. v. M/s Aswini Hospital Ltd. & Ors., (2018) 1 CompLJ 140
(NCLT)...................................................................................................................................3
Vikram Bakshi & Anr. v. Cannaught Plaza Restaurants Ltd. & Ors., 2016 Indlaw NCLT 1297

CLB CASES

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A company, Re, (1986) BCLC 376............................................................................................5

A.H. Ahmed Jaffer v. Ace Rubber and Allied Products Pvt. Ltd., (2005) 124 CompCas 309..3
Amrik Singh Hayer v. Hayer Estate Pvt. Ltd., (2008) 82 CLA 355 (CLB)...............................4
B.V. Thirumalal v. Best Vestures Trading P. Ltd. , (2004) 4 Comp LJ 519 (CLB)..................6
Homer District Consolidated Gold Mines, Re, (1888) 39 ChD 546..........................................3
Manmohan Singh Koli v. Venture India Properties Pvt. Ltd., (2005) 123 CompCas 198
(CLB)......................................................................................................................................5
Mohanraj v. Mylapore Hindu Permanent Fund, (1990) 1 CompLJ 73 (Mad)...........................6
Naresh Trehan v. Hymatic Agro Equipments Pvt. Ltd. (1999) 97 CompCas 561 (CLB).........3
Rajendra Kumar Tekriwal v. Unique Construction P. Ltd., (2009) 147 CompCas 737 (CLB).3
S.B.P. Anand Mohan v. Graphic Impressions Ltd., (2004) 120 CompCas 265 (CLB).............4
Sanjay Paliwal v. Paliwal Hotels P. Ltd., (2008) 141 CompCas 270 (CLB).............................6
Sikkim Bank Ltd. v. R.S. Chowdhury, (2000) 102 CompCas 387 (Cal)...................................3
Sunil Kumar Agarwal v. Shiv Sakthi Sugar Mills (India) Pvt. Ltd., (2009) 148 CompCas 457
(CLB)......................................................................................................................................4
Tenneco Mauritius Ltd. v. Bangalore Union Services Ltd., (2004) 122 CompCas 199 (CLB) 3
V. Natarajan v. Nilesh Industrial Products Pvt. Ltd., (2002) 51 CLA 149 (CLB).....................5
Vijay Krishan Jaidka v. Jaidka Motor Co. Ltd., (1997) 1 CompLJ 268 (CLB).........................4

STATUTES AND RULES

§115, the Act r.w. Rule 23, Companies (Management and Administration) Rules, 2014.........6
Companies Act, 2013 [Act 18 of 2013].....................................................................................1

FOREIGN CASES

Cooper v. Wandsworth Board of Works, (1863) 143 ER 414...................................................6

O’Neill v. Phillips, (1999) 1 WLR 1092....................................................................................4
Queens Kuries & Loans Pvt. Ltd. v. Sheena Jose, (1993) 76 Com Cases 821 (Ker)................6

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STATEMENT OF JURISDICTION

With reference to the circumstances that have been presented in the instant case, petitioner
have approached this Hon’ble National Company Law Tribunal, under section 2411 and 242
of the Companies Act, 2013 against the Directors of the Company and Trustees of the Trusts.

1
241. Application to Tribunal for relief in cases of oppression, etc.— (1) Any member of a company who
complains that—
(a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in
a manner prejudicial or oppressive to him or any other member or members or in a manner prejudicial to the
interests of the company; or
(b) the material change, not being a change brought about by, or in the interests of, any creditors, including
debenture holders or any class of shareholders of the company, has taken place in the management or control
of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the
company‘s shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that
by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial
to its interests or its members or any class of members,
may apply to the Tribunal, provided such member has a right to apply under section 244, for an order under
this Chapter.

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STATEMENT OF FACTS

1. Kirori Lal & Sons Limited (hereinafter referred to as the “respondent”) is a private
limited company, established by Mr. Rajneesh Kirorilal in 1956, is engaged in the
business of ironworks, steelworks, cotton mills and hydroelectric power plants. Mr.
Rajneesh Kirorilal has also established a trust in the name of the Kirori Lal & Sons
(hereinafter referred to as the “co-respondent”) for carrying on philanthropist activities
like maintaining and supporting schools and hospitals, amongst others.
2. Mr. Kamlesh Sharma was a member of the Board of Directors of the respondent
company (hereinafter referred to as the “petitioner”) and was appointed as its Executive
Chairman for a period of four years (2017-2021) by the selection committee of the
respondent company. He also represents a group of shareholders holding 18%
shareholding (hereinafter referred to as the “co-petitioner”) in the respondent company.

SHAREHOLDING SPLIT

3. The co-respondent holds 27% shareholding in the respondent. The combined

shareholding of the co-respondent and other Kirorilal Family trusts is 40%. The
shareholders, represented by the petitioner, own 18% equity shareholding in the
respondent company.

DISPUTE

4. One year after being appointed as the Executive Chairman and being assured a free hand
in discharging his duties, the petitioner was removed from the directorship of the
respondent company on the ground of loss of confidence in his leadership, in a Board
meeting in the “Other items”.
5. Additionally, it was alleged that the petitioner was believed to have leaked confidential
information relating to the respondent company and its group companies, to outside third
parties.
6. The petitioner also openly criticised the Directors of the respondent company, its group
companies and trusts, which was detrimental to the smooth functioning of the respondent
company.
7. The petitioner and the group of shareholders represented by him have challenged the
removal of the petitioner from the position of Executive Chairman on the ground of the

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affairs of the respondent being conducted in an oppressive manner, prejudicial to public

interest and the interest of the Petitioners.

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STATEMENT OF ISSUES

ISSUE-I
WHETHER THE PETITION FILED BY KAMLESH SHARMA IN THE INSTANT CASE IS
MAINTAINABLE?
ISSUE-II

THE ACT OF THE RESPONDENTS AMOUNTS TO OPPRESSION OR MISMANAGEMENT UNDER

SECTION 241 AND 242 OR ANY OTHER PROVISIONS OF COMPANIES ACT, 2013
ISSUE-III
THAT THE REMOVAL OF MR. KAMLESH SHARMA WITHOUT GIVING ANY PRIOR NOTICE
AND WITHOUT CONSTITUTION OF SELECTION COMMITTEE IS AGAINST THE PROVISIONS OF
COMPANIES ACT, 2013

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SUMMARY OF ARGUEMENTS

___________________________________________________________

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¶ 1. ARGUMENT ADVANCED

A. THAT THE PETITION FILED IN THE INSTANT CASE IS MAINTAINABLE

¶ 1. The Appellants Have The Right To Apply U/S 241 Of The Companies Act, 2013. It is
submitted that §241 of the Companies Act, 20132 [hereinafter, “the Act”] 2, confers the
right on the shareholders to approach the Tribunal against acts of oppression and
mismanagement if they satisfy the criterion provided u/s 244.3
¶ 2. Further, it is submitted that petitioners satisfy the requirements of §244, given the fact
that A group of shareholders, represented by Mr. Kamlesh Sharma, who hold 18% equity
in the shareholding ]\of the company,4 therefore, meeting the stipulation of §244.
Moreover, the relevant date to ascertain maintainability is the date on which petition is
filed.5 Thus, since all the petitioner were members of the Company on the date of filing of
the petition, the petition was held to be maintainable.

B. THE TRIBUNAL HAS DISCRETION TO GRANT THE WAIVER IN INSTANT PETITION

¶ 3. Admittedly, certain stipulations as to shareholding or number of member-petitioners are

to be met in order to maintain a petition u/s 241, 6 which petitioner has fulfilled in the
instant case. However, the Act gives complete discretion to the Tribunal to waive the
requirements under § 244.
¶ 4. Further, the scope of the provision has been examined by this Tribunal in Cyrus
Investments Case7, wherein the National Company Law Appellate Tribunal Hon’ble has
held that the questions which are to be considered whilst deciding on grant of waiver are-
 Whether the applicants are a member(s) of the company in question?
 Whether application under Section 241 pertains to ‘oppression and mismanagement’?
 Whether there is an exceptional circumstance made out to grant ‘waiver’?
¶ 5. Hon’ble Appellate Tribunal has also enumerated the various facts which cannot be taken
into account whilst deciding on an application for waiver, and these facts include, inter

2
Companies Act, 2013 [Act 18 of 2013] (“the Act”).
3
S.P. Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535.
4
Factsheet
5
Rajahmundry Electric Supply Corpn. Ltd. v. A. Nageswara Rao & Ors., AIR 1956 SC 213; Bhagwati
Developers Pvt. Ltd. v. Peerless General Finance Investment Co. Ltd., AIR 2013 SC 1690.
6
§244, the Act.
7
Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd., (2017) 144 SCL 122 (NCLAT).

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alia, merits of the case, the conduct of the party, whether it is a case of arbitration, or
whether the petition is a directorial complaint.8
¶ 6. It is submitted that in the present case, it is undisputed that the petitioners were members
of the company and the petition, prima facie, pertains to oppression and mismanagement.
Furthermore, exceptional circumstances exist which justify the waiver. These
circumstances arise out of the fact that the Mr. Kamlesh Sharma, through a Board
meeting in the “Other items” and without giving any prior notice, was removed from the
Directorship of the company on the ground that “the Board of Directors have lost
Confidence in his leadership” and Mr. Piyush Kirorilal was appointed as Interim
Chairperson of the company. It is settled law that in such circumstances, the petition is
maintainable9 and waiver u/s 244 is warranted.10

C. THE ACT OF THE RESPONDENTS AMOUNTS TO OPPRESSION OR MISMANAGEMENT

UNDER SECTION 241 AND 242 OR ANY OTHER PROVISIONS OF COMPANIES ACT,
2013
¶ 7. It is humbly submitted before the Tribunal that conduct of the Respondents has been
unfairly prejudicial and oppressive to the interests of the petitioner members and the
companies, thereby, falling squarely within the grounds of oppression mentioned u/s 241
of the 2013 Act and satisfies the conditions prescribed by the Apex Court in S.P. Jain
Case11. It is submitted that in the instant case grounds establishing the veracity of
abovementioned claims12 are firstly, the Board meeting was convened to unfairly
prejudice the interests of the petitioner [A]; secondly, removal of the petitioner from the
Directorships of the company was oppressive qua their interest as the shareholders [B].

A. THAT THE BOARD MEETING WAS CONVENED TO UNFAIRLY PREJUDICE THE

INTERESTS OF THE PETITIONER.

¶ 8. Humble reliance is placed on Kamal Kumar Dutta Case 13, wherein the Apex Court held
that if the Board meeting had been convened without proper service of notice on Kamlesh
Sharma i.e. petitioner in the instant case by Directors of the Company and Trustees of the

8
Id.
9
Anup Kumar Aggarwal v. Crystal Thermotech Ltd., 2017 Indlaw NCLAT 1.
10
Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd., 2017 Indlaw NCLT 1755.
11
S.P. Jain v. Kalinga Tubes Ltd., AIR 1965 SC 1535.
12
Scottish Co-op Wholesale Society Ltd. v. Meyer, (1959) AC 324.
13
Kamal Kumar Dutta v. Ruby General Hospital Ltd., (2007) 7 SCC 613.

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Trusts then such Board meeting cannot be said to be valid. 14 It evinces the lack of probity
and fair play on the part of the in charge.15
¶ 9. In the instant case, the meeting was called without giving any prior notice 16 contrary to
the mandate of seven days.17 Furthermore, the meeting was convened not to transact any
urgent business, rather to remove petitioner from the Directorship of the company.18
¶ 10. Admittedly, the agenda of the meeting was very serious and it was unfair to take a
decision of that kind in the absence of the petitioner, without giving prior notice.19

B. THAT THE REMOVAL OF THE PETITIONER FROM THE DIRECTORSHIP OF THE

COMPANY WAS OPPRESSIVE QUA THEIR INTEREST AS SHAREHOLDERS.

¶ 11. It is submitted that the removal of petitioner from the directorship of the company, is
unfair and oppressive qua their interest as shareholders of the companies. Moreover, it is
well-settled that directorial complaints can be entertained u/s 241 when the company is in
the nature of a family company, as is the case presently.20 The veracity of the claims is
substantiated hereunder.

a) That the removal of the petitioner was oppressive and

prejudicial to the minority shareholders.

¶ 12. In the instant matter, Kirori Lal & Sons Limited is a family company. The majority of
shares are held by Kirori Lal & Sons with other family trust since its incorporation.
Reliance is placed on A.H. Ahmed Jaffer Case21, wherein the CLB held that:

“The removal of the petitioner (Managing Director) is oppressive of the

minority shareholders, especially when the Company is found to be a
family company and always managed by both groups. The act of the
second respondent may be lawful, but I s oppressive of the minority
shareholders.”22

14
O.P. Achuthankutty & Anr. v. M/s Aswini Hospital Ltd. & Ors., (2018) 1 CompLJ 140 (NCLT);
Ramabhadran Shivaraman v. M/s. Star Quarry and Aggregate Pvt. Ltd. & Ors., CP No.31/2016.
15
Sikkim Bank Ltd. v. R.S. Chowdhury, (2000) 102 CompCas 387 (Cal).
16
Moot proposition
17
§173(3), the Act.
18
Homer District Consolidated Gold Mines, Re, (1888) 39 ChD 546.
19
Tenneco Mauritius Ltd. v. Bangalore Union Services Ltd., (2004) 122 CompCas 199 (CLB).
20
Rajendra Kumar Tekriwal v. Unique Construction P. Ltd., (2009) 147 CompCas 737 (CLB); Naresh Trehan v.
Hymatic Agro Equipments Pvt. Ltd. (1999) 97 CompCas 561 (CLB).
21
A.H. Ahmed Jaffer v. Ace Rubber and Allied Products Pvt. Ltd., (2005) 124 CompCas 309 (CLB);
Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad, (2005) 11 SCC 314.
22
Vijay Krishan Jaidka v. Jaidka Motor Co. Ltd., (1997) 1 CompLJ 268 (CLB); S.B.P. Anand Mohan v.
Graphic Impressions Ltd., (2004) 120 CompCas 265 (CLB).

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¶ 13. Thus, it is submitted that petitioner was one of the members of board of directors and the
company through its selection committee appointed him to hold the position of Executive
Chairman of the Company for four consecutive years (2017-2021). Ousting such person
from the company strictly suggests the wrongful motive of the Respondents. According to
CLB in Saraswati Sharma Case.23

“The sensitivities of family structure are strained, though it is the

company law that governs, in the case of a family company, it must be
seen who is considered as head of the family, what the role is played by
him, what place others given to him, are the underlying causative
factors to be taken into consideration...without considering these subtle
aspects in a family company, if I take compliance or noncompliance
with provisions of law alone into consideration, I afraid I may not able
to do equitable justice to the parties.”

Thus, the Company being a closely held family company, any proposal for removal of a
Director who is also member of Board of Director, in his absence, will be oppressive qua
such director, who is sought to be removed from the directorship of the Company.24

b) That the removal of the petitioner was in violation of their

legitimate expectations as shareholders.

¶ 14. The Hon’ble Tribunal enjoys the power to do equity u/s 241, 25 and consequently, the
doctrine of legitimate expectations can be invoked to protect the rights under this
Section.26 The House of Lords has held that where shareholders have entered into an
association upon the understanding that ‘each of them who has ventured his capital will
also participate in the management of the company’,27 such a member has a legitimate
expectation to participate in the management of the company. 28 Exclusion from
management will be unfairly prejudicial to such a shareholder.29
¶ 15. In the instant case, the petitioner i.e. Kamlesh Sharma, representative of group of
shareholder having 18% equity in the shareholding of the company, was the director and
23
Saraswati Devi Sharma v. M/s. Sharma Ayurved Pvt. Ltd. & Ors., (2011) SCC OnLine CLB 23.
24
Sunil Kumar Agarwal v. Shiv Sakthi Sugar Mills (India) Pvt. Ltd., (2009) 148 CompCas 457 (CLB); Amrik
Singh Hayer v. Hayer Estate Pvt. Ltd., (2008) 82 CLA 355 (CLB).
25
Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad, (2005) 11 SCC 314.
26
V.S. Krishnan v. Westfort Hi-tech Hospital Ltd. & Ors, (2008) 3 SCC 363.
27
O’Neill v. Phillips, (1999) 1 WLR 1092.
28
Id.
29
A company, Re, (1986) BCLC 376.

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also a member of Board of directors of the company30. Hence, he had substantial role in
the management of company and thereby, they had a legitimate expectation of continuing
to participate in the management of the company’s affairs.

Furthermore, legitimate expectations may arise outside the terms of agreements 31 if the
company is a quasi-partnership.32 The Apex Court has held that the principles of quasi-
partnership can be invoked for granting relief against oppression and mismanagement. 33
Therefore, in light of these averments, it is submitted that the conduct of the Respondents
violates the petitioners legitimate expectations and is thus, oppressive.34

C. THAT THE REMOVAL OF MR. KAMLESH SHARMA WITHOUT GIVING

ANY PRIOR NOTICE AND WITHOUT CONSTITUTION OF SELECTION
COMMITTEE IS AGAINST THE PROVISIONS OF COMPANIES ACT, 2013
¶ 16. It is humbly submitted before the Hon’bl tribunal that the removal of Mr. Kamlesh
Sharma from the Directorship of the company was unfair and against the provisions of
companies act as no notice has been served and no reasonable opportunity of hearing was
given. It is submitted that in the instant case, grounds establishing the veracity of
abovementioned claims are, firstly, the removal of petitioner from Directorship was
unfair [A]; secondly, there were no sufficient grounds for the removal of the petitioner
[B].

A. THAT REMOVAL OF PETITIONER FROM DIRECTORSHIP WAS UNFAIR.

¶ 17. It is pleaded that petitioner was removed from the Directorship of company of in an
arbitrary and unfair manner. The claims are substantiated hereunder.

a) That the respondents did not give petitioner a reasonable

opportunity to be heard.

¶ 18. The petitioner was voted out from Directorship of the Company behind his back without
providing him the opportunity to hear and revert to the charges alleged. 35 It is an outright
violation of the principle of ‘audi alteram partem’.36 Furthermore, no notice has been

30
Factsheet
31
V. Natarajan v. Nilesh Industrial Products Pvt. Ltd., (2002) 51 CLA 149 (CLB).
32
Ebrahimi v. Westbourne Galleries Ltd, (1973) AC 360.
33
Sangramsinh P. Gaekwad, supra note 25.
34
Manmohan Singh Koli v. Venture India Properties Pvt. Ltd., (2005) 123 CompCas 198 (CLB).
35
Uma Nath Pandey v. State of U.P., AIR 2009 SC 2375; Cooper v. Wandsworth Board of Works, (1863) 143
ER 414.
36
A.K. Kraipak v. U.O.I., AIR 1970 SC 150.

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served to the petitioner by the contrary to the mandate of 7 days prior notice. It evinces
the oppression and fraud meted out against the appellants by the respondents.

b) That The Condition Precedent To The Removal Has Not Been

Complied With.

¶ 19. It is submitted that according to §169(2) a special notice shall be required for any
resolution to remove a director.37 Thus, the law mandates that in order to initiate
proceedings to remove any director the Board must act only on the special notice 38 given
by a member of the company and not suo moto.
¶ 20. However, in the instant case, no such special notice was received by the Board and the
resolution stands vitiated by such omission.39 Evidently, any resolution passed
intentionally to oust the main promoter from directorship constitutes the “grossest act of
oppression”.40 Therefore, non-compliance with the provisions of §169 is oppressive, 41 and
the removal of the petitioner is therefore void.42

B. THAT THERE WERE NO SUFFICIENT GROUNDS FOR THE REMOVAL OF THE

APPELLANTS.

¶ 21. It is submitted that there were no sufficient grounds for the removal of the Directorship of
the company. The petitioner was the one of the member of Board of directors and have
been instrumental in their tremendous growth of company. Further, serious allegations
have been levied against the petitioner for the first time and that too without sufficient
proof or inquiry. Placing reliance on Vikram Bakshi Case, 43 it is pleaded that these
allegations have been made merely to wrongly oust the petitioner from the management
of the Companies.

37
Bhankerpur Simbhaoli Beverages Pvt. Ltd. v. PR Pandya, (1996) 86 CompCas 842 (P&H).
38
§115, the Act r.w. Rule 23, Companies (Management and Administration) Rules, 2014.
39
Queens Kuries & Loans Pvt. Ltd. v. Sheena Jose, (1993) 76 Com Cases 821 (Ker).
40
Kamal Kumar Dutta v. Ruby General Hospital Ltd., (2007) 7 SCC 613.
41
B.V. Thirumalal v. Best Vestures Trading P. Ltd. , (2004) 4 Comp LJ 519 (CLB).
42
Sanjay Paliwal v. Paliwal Hotels P. Ltd., (2008) 141 CompCas 270 (CLB); M.G. Mohanraj v. Mylapore
Hindu Permanent Fund, (1990) 1 CompLJ 73 (Mad).
43
Vikram Bakshi & Anr. v. Cannaught Plaza Restaurants Ltd. & Ors., 2016 Indlaw NCLT 129.

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PRAYER/RELIEF

Wherefore in the light of arguments advances, authorities cited and facts mentioned herein,
may this Hon’ble Court be pleased to adjudicate by issuing an appropriate writ, direction or
order and hold that:

1. ___________________________________________________________________

And/or

Any other relief that the Hon’ble Court may be pleased to grant in the interest of
Justice, Equity and Good Conscience.

All of which is humbly submitted.

Sd/-
COUNSEL FOR THE APPELLANT

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