D. Victor Samuel vs Pretechplast (P.) Ltd.

V.G. Sabhahit, J.—This appeal is filed by the petitioner in Company Application No. 107/2011 on the file of the Company Law Board, Chennai Bench, being aggrieved by the order dated 11-5-2011 wherein the Company Law Board has declined to grant the interim prayer sought for by the appellant herein. However, has observed that convening of the EGM and decision taken shall be subject to the outcome of the Company Petition.

The appellant herein filed the Company Application under Regulation 44 of the Company Law Board Regulations, 1991, seeking to restrain the respondents from removing the petitioner as a Director from the Board of the respondent-company u/s 284(3) of the Companies Act in the proposed EGM to be convened on 12-5-2011 I was the contention of the appellant in the application that the whole process adopted by the respondent-Company is an attempt to remove the minority shareholder from exercising his right as a Director and the provisions of section 284 had not been followed and that the Board resolution convening the Extraordinary General Meeting is illegal and therefore, filed the application for the above said reliefs.

The resolution Agenda for removing the appellant from the Board of Directors was placed before the Company Law Board. The Company Law Board having narrated the facts of the case, found that having regard to the material on record, notice of requisite time has been issued and felt that this is not a fit case for granting interim order as sought for. However, it observed that the decision taken therein in the Extraordinary General Body Meeting shall be subject to the outcome of the Company Petition.

Being aggrieved by the said order, this appeal is filed by the appellant-petitioner before the Company Law Board.

Learned Senior counsel appearing for the appellant submitted that the petitioner and Respondents 2 and 3 are the only Directors in the Company -Respondent No. 1 and attempt has been made for removing the appellant from the Board of Directors and therefore, case is made out for grant of interim order and Company Law Board ought to have granted necessary interim order to refrain Respondents 2 and 3 from removing the appellant from the Board of Directors by holding Extraordinary General Meeting, to protect the interest of the petitioner-appellant herein.

We have given careful consideration to the contention of the learned counsel appearing for the appellant and scrutinized the material on record. The appeal is filed against an interim order passed by the Company Law Board. The prayer that was sought for in the application and considered by the Company Law Board in the impugned order was to restrain holding of the meeting on 12-5-2011 and to prevent Respondents 2 and 3 from removing the appellant from the Board of Directors of Respondent No. 1-Company u/s 284(3) of the Companies Act. It is well-settled that this Court in appeal, would be slow to interfere with the discretion exercised by the Company Law Board while granting or rejecting the interim application for directions, unless some exceptional ground is made out for interference. Having regard to the above said facts, we are of the opinion that no exceptional ground is made out and the Company Law Board has observed that convening of EGM and decision taken therein shall be subject to the outcome of the Company Petition.

Having regard to the points in dispute, it is necessary to issue directions to the Company Law Board to expedite the decision of the petition. Learned Senior counsel appearing for the appellant submits that appellant has to file rejoinder in the main petition and he would file the same within one week. If the rejoinder is filed as submitted by the learned counsel appearing for the appellant within one week, the Company Law Board shall dispose of the main petition within two months from the date of receipt of this order or production of certified copy, whichever is earlier.

Appeal disposed of.

In view of the disposal of the main appeal, Misc. Cvl. is dismissed as unnecessary.