CA No. 29/2015, CA No. 28/2015 in C.P. No. 134(ND)/2014. Case: Gautam Bharadwaj Vs Invest India Micro Pension Services Pvt. Ltd. and Ors.. Company Law Board
| Case Number | CA No. 29/2015, CA No. 28/2015 in C.P. No. 134(ND)/2014 |
| Counsel | For Appellant: Venkatesh, Anuj P. Agarwala and Varun Singh, Advocates and For Respondents: Gopal Jain, Sr. Advocate, Roopali Singh, Rushil Oberoi, Sayobani Basu and Vidur Bhatia, Advocates |
| Judges | B.S.V. Prakash Kumar, Member (J) |
| Issue | Code of Criminal Procedure, 1973 (CrPC) - Sections 195, 340; Companies Act, 2013 - Sections 447, 448, 449; Indian Penal Code 1860, (IPC) - Sections 191, 193 |
| Judgement Date | February 09, 2015 |
| Court | Company Law Board |
Order:
B.S.V. Prakash Kumar, Member (J), (New Delhi Bench)
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The petitioner filed this CA 29/2015 seeking stay and setting aside of Notice of Termination issued to the petitioner on 22.1.2015; a direction for reinstating the managerial powers of the petitioner pending disposal of this CP, a direction for appointment of an independent Expert Committee in the manner suggested by the petitioner to look into various allegations of harassment levelled against the petitioner, a direction for appointment of an independent Expert Committee in the manner suggested by the petitioner looking into various allegations of related party transactions levelled against the petitioner and for declaration that the Termination Notice dated 22.1.2015 issued by the respondents is void initio and ex facie illegal.
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The sum and substance of the application is that the petitioner was continuing as Managing Director (MD) of the company by virtue of Articles of Association of the company and the contracts the petitioner entered with the company, but whereas the respondents, in violation of Articles of Association and other agreements, in a Board meeting dated 23.12.2014, proceeded to suspend the petitioner on most frivolous and malicious grounds. They even seized the Email password and Email account of the petitioner. When this was challenged before CLB on 24.12.2014, the respondents gave an undertaking to keep in abeyance the suspension of Shri Gautam Bhardwaj, MD of the company, as allegedly resolved in the Board meeting held on 23.12.2014, after which, the petitioner was physically prevented from entering into R1 company premises. In contravention of the orders of this Bench dated 24.12.2014, the respondents have now served notice of termination on 22.1.2015, granting 90 days time to remedy the Non-Performance and Cause by withdrawing the financial, executive and signing powers of the petitioner vide the said Notice of Termination.
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Apart from this, the applicant submits that the respondents have transferred the financial and executive powers vest with him to the said Sub-Committee in a blatant contravention of Articles on the ground of nonperformance and of being indulged in related party transactions and on being alleged intimidation and harassment to an employee of R1 Company.
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The petitioner further submits that the termination notice is hit by the definition for "Cause" "Incapacitation" and "Non Performance" because Article 8.3 talks of termination of the employment on Incapacitation, Non-Performance in the light of definitions mentioned in the Articles. The petitioner further submits that an action could be taken against the promoter on the ground of Non-Performance on the evaluation made on annual basis. Since the evaluation has not been done on annual basis, notwithstanding the right of termination in Employment Agreement, the petitioner shall not be removed as M.D. of the company. The respondents issued notice on...
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