JUDGMENT

Dr. Ashok Kumar Mishra, Technical Member This Appeal has been filed pursuant to Section 421 of the Companies Act, 2013 read with Section 241-242 of the Companies Act, 2013 being aggrieved by the impugned order dated 03.09.2019 passed by the National Company Law Tribunal, New Delhi Bench in Company Petition No. 219/241- 242/ND/2018.

2. The Brief Facts of the case as stated by the Ld. Counsel for the Appellant and also appearing in Appeal Paper Book, in a summarised manner, are as follows:

(a) Respondent No.1/Company was incorporated on 17.10.2012. The shareholding pattern of the Company are as follows extracted from Memorandum of Association & Article of Association of R-1:

(b) The business of one M/s Thermotech Synergy Pvt. Ltd. was transferred to Respondent No.1 Company. The transfer of the business is in fact admittedly on record. Mr. Bhupal Prasad Verma (Father of the Appellant) held 44% shares R-2 held 16% shares and R-3 held 13% shares in the said company.

(c) The Appellant’s experience in the steel sector was the basis of the development of the Respondent No.1 Company business. R-2 and 3 were having no experience of the business model carried in R-1 Company. R.No. 2 and 3 were initially opted into the business of Thermotech Synergy Pvt. Ltd. and subsequently in R-1 Company also due to friendly relations and both of them were also aligned in other business ventures carried along with the Appellant.

(d) The dispute erupted in the year 2016 due to taking over some other business by Respondent No.2.

(e) The dispute arose on account of hijacking of one Ascent Infrabuild Ltd. carrying Crusher Business wherein all the parties are equal partner including Respondent No.2.

(f) It is further pertinent to mention here that Respondent No.1 Company had attained a goodwill in its sector and therefore the Respondent No. 2 and Respondent No.3 had hand in hand gloves together with a predetermined objective to hijack the business and affairs of Respondent No.1/Company and to give effect to the said conspiracy. These Respondents have come together to oust the Appellant from the directorship of Respondent No. 1/Company by taking benefit of their collective shareholding against the letter and spirit of Corporate Democracy. It is further pertinent to mention here that the business evolved and growth attained in Respondent Company had accrued solely by the Appellant’s technical and business acumen.

(g) Appellant was served an undated notice of Extra Ordinary General Meeting (“EGM”) schedule on 16.06.2018 issued by Respondent No.3 at the behest of Respondent No.2 pursuant to a requisition in accordance with the provisions of Section 100 of the Companies Act, 2013. One of the agenda proposed to be taken up was to remove the Appellant from the directorship of the Respondent No.1/Company.

(h) The said undated notice calling “EGM” on dated: 16..06.2018 is issued by Respondent No.3 pursuant to a requisition dated: 03.05.2018 purportedly marked to the Board of Directors calling for convening of “EGM” and proposing for the removal of the Appellant canvassing allegation of financial mismanagement, fraud and other vague allegations.

(i) It is further stated that the Appellant was also served through email dated 25.05.2018 a purported undated special notice from Respondent No.2 proposing removal of the Appellant as Director from Respondent No.1/Company. Further the said notice also draws attention to the Appellant towards the provisions of Section 169 (4) conferring right on the notice to make formal representation, if any, against such proposal. The notice states a deadline for tendering of representation on or before 13.06.2018.

(j) It was also stated that the aforesaid notice calling EGM along with explanatory statement and the special notice was served to the Appellant vide email dated: 25.05.2018, it is further stated that these notices and documents were not served on to the Appellant by registered post, the Respondent No. 2 in its email though had mad