before the company law board - Company Law Board Mumbai Bench

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12disclosures at all relevant times and it was the responsibility of the Ex-Managing Director, Mr.Harish K. Sahu to obtain the requisite approval of theBoard, shareholders and the Central Government for any non compliance.From the above it is apparent that R2 had not contravened theprovisions of Sec.295 and 299 of the Act as he was not managing the day today affairs of the Company when the alleged defaults had occurred.6. It is further denied that the meeting of the Board of Directors on27.8.2003 was held without proper notice and without there being therequisite quorum. The notice for the said Board Meeting was dispatched on19.8.2003 and the Meeting was held on 27.8.2003 with proper quorum. Inthe said meeting R3 was appointed as Managing Director of the Companyand all statutory compliances such as filing of Form 32, filing of Form 25Cwith ROC were duly complied with. The R4 and R5 were validly appointedas Additional Directors in the Board Meeting held on 27.8.2003 and therewas no irregularity in their appointment as alleged. R6 was not allegedlyremoved as Managing Director by R2 & 3 with effect from 6.8.2003 as hevacated his office as director being disqualified to act as director u/s 283(1)(f)of the Act. Since R6 vacated his office by operation of law and becamedisqualified u/s 283(1)(f) of the Act, the question of his acting as Director oras Managing Director w.e.f. 6.8.2003 does not arise and hence the questionof preventing him to act in the said capacity also does not arise.7. It is further submitted that the new Board of the R1 had givenExplanation on all the alleged issues such as: BOARD MEETING HELDON 4 th AUGUST, 2003CP 28/2010Union vs GwaliorIt is refuted that R2 had vacated his office of
13directorship due to alleged contravention of the provisions ofSec.283(1)(h)/(i). The meeting of Board of Directors held on 4 th August,2003 was not legally and validly convened Board Meeting and hence theproceedings of the said Board Meetings are illegal and non est. R6 hadcommitted grave acts of financial irregularities and has misappropriated andsiphoned a sum of Rs.97.84 lacs of the Company for his personal benefits andgains. R6 also ceased as Director and as Managing Director for non paymentof calls in terms of provisions of Sec.283(1)(f) of the Act. BOARDMEETING HELD ON 27.08.2003. It is refuted that no notice convening theBoard Meeting on 27.8.2003 was given to other Directors or there was norequisite quorum in the said meeting as alleged. Two directors namely SanilP. Sahu (R2) and Anil P.Sahu (R3) were present in the meeting and therequirement of the quorum in terms of Section 287 i.e. 1/3 rd of the totalstrength or two Directors, whichever is higher was met as the Company hadonly four Directors on its Board namely Shri A.K.Sanghi, Sanil P.Sahu, AnilP.Sahu and Shri N V S Murthy. WHETHER THE RESPONDENTS NO.6& 7 HAVE CEASED TO BE DIREICTORS AND HAVE VACATEDTHEIR OFFICE: It is submitted that all legal requirements, includingfixation of date, notices, etc. for making calls and payment of calls in arrearswere fully complied with. It is emphatically refuted and denied that nodocumentary proof was produced by R2 & R3 in this regard. The respondents1 to 5 denied each and every allegation made in the petition and prayed thisBench to dismiss the petition.7. Respondents 6 to 9, filed affidavit in reply dated 1.6.2010.It isCP 28/2010Union vs Gwalior
Page 5 and 6: 5and M/s.Vishwa Extrusions Pvt. Ltd
Page 7 and 8: 7this regard under Sec.292(1)(e) of
Page 9 and 10: 9present petition is not maintainab
Page 11: 11sole proprietor of Central India
Page 15 and 16: 15(ii) Shri Anil P.Sahu (R3) 29.10.
Page 17 and 18: 17the Company for the Financial Yea
Page 19 and 20: 191) Whether Board Meetings dated 4
Page 21 and 22: 21clauses mentioned in Sec.22 of th
Page 23 and 24: 2313. Now I deal with Issue No.2, 3
Page 25 and 26: 25was the responsibility of the ex-
Page 27 and 28: 27the subscribers to the Memorandum
Page 29 and 30: 29International Limited by the Comp

before the company law board - Company Law Board Mumbai Bench

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