NATIONAL COMPANY LAW TRIBUNAL GUWAHATI BENCH GUWAHATI ITEM NO.12 IA (Comp. Act) 6/GB/2022 in C.P. No.18/GB/2021 Coram:

Hon’ble Shri Deep Chandra Joshi, Member (J): Hearing through Hon’ble Shri Prasanta Kumar Mohanty, Member (T): Video Conference ATTENDANCE-CUM- ORDER SHEET OF THE HEARING OF GUWAHATI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 13.04.2023 In the matter of:

Dispur Policlinic and Hospital Pvt. Ltd. and others Versus Dr. Nilim Kr. Deka and another Section: Under Section 32 of the Companies Act, 2013 S. NO. NAME (CAPITAL LETTERS) DESIGNATION REPRESENTATION SIGNATURE

1. MR. BIMAN DEBNATH PCS Applicants Appeared Physically

2. MR. SAUNAK MITRA Advocate Applicant-2 VC

3. MR. KAUSHIK GOSWAMI Sr. Advocate Respondents Appeared Physically

4. MR. R. DAS Advocate Respondents 5. MS. M. KAKOTY Advocate Respondents

O R D E R

Date of Order: 13.04.2023

1. This matter is taken up through hybrid mode both through Video Conferencing and physically. Heard the learned the Senior Counsel from the Respondent here and other learned counsels from both the sides at length.

2. It is submitted by the Respondents in CP 18/GB/2021 and now the Petitioners in this IA that it was constrained to convene an Extra Ordinary General Meeting (EOGM) of the company on November 19, 2021 to consider the special business for removal of petitioner No. 1 from the post of Managing Director (“MD”) of the company. Such step had to be taken due to diverse acts of oppression and mismanagement and various illegalities committed by the Petitioner No. 1 in the management and affairs of the Respondent No. 1 Company.

3. The notice of the Extra Ordinary General Meeting was issued after complying with all applicable legal and procedural requirements and the same was based on requisition issued by shareholders holding an aggregate 55% of the total issued, subscribed and paid up share capital of the company. However, the petitioner had, with the ulterior motive of continuing with their illegalities unchecked had purported to file the present main petition and moved the same on November 18, 2021. A limited hearing was held by this Tribunal on November 18, 2021 and in view of the fact that the EOGM was scheduled on the very next day i.e., November 19, 2021 the Tribunal had passed the following order and direction.

i. Heard both the side in brief. Since EOGM is scheduled to be held tomorrow, the Respondents are permitted to hold the EOGM as scheduled, but resolution passed, if any in tomorrow’s EOGM is not to be implemented without the leave of court.

ii. Both the petitioners as well as the Respondents are hereby directed to ensure that there are no disruptions in operation in any manner of the Respondent Company Dispur Polyclinic and Hospital Pvt. Ltd.

4. Pursuant to the order passed by this Tribunal, an EOGM was held on November 19, 2021 where valid quorum was present and petitioner No.1 was also personally present at the said meeting. On considering the issue at hand, the resolution to remove petitioner No.1 as MD was dully passed by the shareholders at the said EOGM with majority. However, having regard to the order dated November 18, 2021, the said resolution has not yet been implemented.

5. The respondents are filing this application seeking leave to implement the resolution passed at the EOGM dated November 19, 2021 for removal petitioner No.1 from the post of MD. This is because the petitioner No. 1 has acted in a highly illegal and fraudulent manner, this is directly harming and detrimentally affecting the interest of the company itself. He has continuously even after the order dated November 18, 2021, disrupted the operations of the company for his own selfish and wrongful gain. Unless the petitioner No. 1 is forthwith removed from the post of MD, he will take further wrongful steps to siphon out and misappropriate huge amounts from the company and will otherwise act to irreparably prejudice and injure the rights of the Respondents, for his own personal vendetta and gains.

6. The