BEFORE THE COMPANY LAW BOARD

PRINCIPAL BENCH

NEW DELHI

Dated: 5^th February, 2002

CP No. 6 of 2002

 

                Present: 1. Justice A.K. Banerji, Chairman

2. Shri S. Balasubramanian, Vice Chairman

 

In the matter of Companies Act, 1956-Sections 397/398

AND

In the matter of Dr. V.J.S. Vohra

Versus

Nevedac Prosthetic Centre & Ors.

 

PETITIONER:

Dr. V.J.S. Vohra

 

RESPONDENTS:

1.     Mrs. Hardavin Johl

2.     Ms. Baljit Vohra

3.     Bank of Baroda

4.     Nevedac Prosthetic Centre

 

Present on behalf of the parties:

1. Shri Ajit Pal Singh Guliani, Advocate                  .. for petitioner

2. Shri Manish Kumar, Advocate                            .. for respondents

 

O R D E R

(Date of hearing: 4.2.2002 )

 

S. BALASUBRAMANIAN:

 

On mentioning of the petition, the learned counsel for the respondents

objected to the admission of the petition on the ground that the petitioner with other two shareholders had already filed a similar petition viz. CP No. 48 of 1999 and this petition was disposed of by the Company Law Board by an order dated  18.1.2000.  Therefore, the petitioner cannot re-agitate similar allegations in this petition.  We have gone through the petition.  The substantive allegation relates to the refusal of Bank of Baroda to allow the petitioner to operate the account and the functioning of the Board of Directors.  According to the petitioner, even though notices are being issued for  Board Meetings, the respondents 1 and 2 whoa re directors, are not attending  any Board Meeting and by having failed to attend  nearly 12 meetings convened by the petitioner in his capacity as a Director, these respondents have vacated their office as Directors in terms of Section 283(1)(g) of the Act.  Since the Board cannot function with a single Director, this Bench should give suitable directions in this regard.  We find from our order dated 18.1.2000 that the Civil Court at Chandigarh had stipulated that no decision can be taken in a Board Meeting without the presence of the petitioner and the respondents 1 and 2 and this order is still in force.  The same civil court has also stipulated that the Bank operation should be carried on by the petitioner in consultation with these respondent directors.  Therefore, if the petitioner finds any difficulty in the functioning of the Board or operation of the bank account, he has to move the same civil court for appropriate orders in this regard and the Company Law Board cannot, when the order of the civil court is in force, pass any order in this regard.  Further, composition of the Board of Directors is within the domain of the shareholders and they are at liberty to elect the Board of Directors provided, in the present case, it is not in violation of the orders of the civil court.  Under the circumstances, we are dismissing this petition without admission.

 

 

(S. Balasubramanian)                                                                 (A.K. Banerji)