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Judgment
20.05.2025: I.A. No. 2862/2025 - This is an application seeking exemption from filing dim copies. Allowed with a direction to file legible copies within two weeks from today.
Appeal
This appeal challenges an impugned order dated 22.01.2025. Learned Counsel for Appellant submits the Company is not being run by the Respondents in a proper manner and hence he filed a petition u/s 241-242 of the Companies Act, presently pending before the ld. NCLT, Jaipur being numbered as 12/241-242/JPR/2024.
The Appellant holds about 39.33% shares in Respondent No. 1 Company and he being the largest shareholder is also a Director. It is submitted since 2021 the affairs of the Company are being managed by R2 and R3 viz. his younger brothers and disputes arose which led to execution of a family arrangement wherein it was proposed to allegedly increase the shareholding of the Appellant to 50%. It was also one of the clause of the family arrangement that the bank account should be operated under joint signatures of the Directors.
It is also the allegation of the Appellant that R3 has opened another Company in the name of his son having similar business. Be that as it may, it is submitted later an MOU dated 30.10.2020 was executed which provided for maintenance of registers, including stock registers and those be verified every three months. A Board Resolution dated 29.03.2022 was also passed to the effect that two Directors shall jointly operate the bank account of the Company. In the main petition an order dated 22.04.2024 was passed wherein the ld. NCLT had directed status quo to be maintained in respect of the shareholding and Directorship of the R-1 Company and if any transaction exceeds Rs. 10 lac, it shall require the explicit consent of minimum of two Directors of the Company, one of which shall be the Appellant. Later an application viz. CA No.19/JPR/2024 was moved by the Appellant alleging the said limit be reduced from Rs. 10 lac to Rs. 1 lac. Simultaneously, an application CA No.32/JPR/2024 was also moved by the Respondents to increase the said limit of Rs. 10 lac to Rs. 2 crores. Heard.
We find the impugned order notes in its para 17, the details of the approvals sought by the Respondent from the Petitioner and we find out of 13 transactions, 8 were above Rs. 1 crore and mostly were with government organisation and 5 of such transactions were below Rs. 1 crore. The table also shows delay on the part of the Appellant to give timely approvals.
Nevertheless, considering the said admitted table, we direct till the disposal of petition and to enable the Company to run smoothly and to avoid friction amongst the brothers, we reduce the amount of Rs. 2 crores to Rs. 1 crore i.e. any transaction exceeding the value of above Rs. 1 crore shall require the consent of at least two Directors of the Company, one of whom shall be the Appellant. We also expect the ld. Counsels not to take any adjournment on 3rd July, 2025 before the ld. NCLT and we request the matter before the ld. NCLT may be taken up as expeditiously as possible and preferably be disposed of within a period of three months as requested.
Nothing stated above shall be taken as expression on merits.
The appeal thus is disposed of in terms of the above. Pending applications are also disposed of.