The court upheld the principle of finality in legal judgments, stating the removal of a director based on previous decisions is valid and cannot be re-litigated.

O R D E R

Per RADHAKRISHNA SREEPADA, Member (Technical)

1. This Company Petition is filed by the Petitioner under Section 241 -242 of the Companies Act, 2013 againstAgastya Biopharm India Ltd. & 6 Others (hereinafter referred as “Respondents”) inter-alia seeking the following relief to allow the Petition in favour of the Petitioner with cost.

2. Facts of the case as submitted by the Petitioner

1. Prof. D. Aravindakshan, aged 67 S/o Late. K. Damodaran residing at Kovilakam, Chavara P.O, Kollam, Kerala is the Petitioner in CP No.01/2025 pending before the NCLT, Bangalore Bench and the Plaintiff in OS No.5357/2014 transferred to the Tribunal as per provisions of Sec.434 (C) of Companies Act 2013. The Petitioner incorporated the R1 Company Agastya Biopharm India Ltd. with Registered Office at Bangalore and Corporate Office at Chavara P.O., Kollam, Kerala on 30.05.2005 in the capacity of Chief Promoter, Technology Provider, Chairman and Managing Director and First Director for manufacturing of Modern Allopathic Drugs and Medicines. The Petitioner is having M. Tech Degree in Chemical Engineering from Govt. Engineering College, Trissur under University of Calicut, Kerala. Petitioner having rich experience in industry, teaching and corporate management, formerly working as Managing Director of 3 Govt. Companies in Kerala including Kerala State Drugs and Pharmaceuticals Ltd., Alleppey. The Petitioner worked as Professor, Director and Principal of three Engineering Colleges in Kerala. This is proved through the Judgement in OS No.127/2013 declared by Hon’ble City Civil and Sessions Court, Bangalore on 06.01.2020. Company adopted proportional representation for appointment and retirement of Directors as per provisions of Sec.262 of Companies Act 1956, through Art.66 of Article of Association. When Sec.262 adopted Sec.265 (Sec.163 of Companies Act 2013) automatically adopted and Sec.284 (Sec.169 of Companies Act 2013) is not applicable to the Company. As per MOA & AOA accepted by R7, ROC Karnataka, Bangalore, the authorized Capital was Rs.100 lakhs and paid up capital was Rs.10 lakhs. The Petitioner contributed 40% of the paid up capital. The Respondents are not Promoters of the Company at the time of incorporation.

2. Company acquired 36 acres of land at Eruthenpathi Village/ Panchayat in Palakkad Dist. Kerala to establish Biotech Medicine Manufacturing Park Unit for manufacturing of Modern Allopathic Drugs and Medicines including Biomedicines. The project with a cost of Rs.201 Crs. approved by Ministry of Commerce, Govt. of India reported before Hon. Parliament of India on 04.12.2006 with a subsidy of Rs.27.25 Crs. Company started Building construction on 08.06.2008 by putting the foundation stone by Central Cabinet Minister Sri. Vayalar Ravi. The Company grown with a paid up capital of Rs.425 lakhs invested by 438 shareholders under the professional leadership of the Petitioner. The present worth of the Company is for more than Rs.200 Crs. The Petitioner is the major shareholder of the Company with an investment of Rs.47 lakhs. The Company received License for manufacturing of 230 medicines including Chlorokine and Hydroxyl- Chlorokine prescribed as preventive medicine for Corona. Company appointed 22 employees including Engineers and Scientists. In the Judgement of OS No.127/2013 dated 06.01.2020, it is stated that the Petitioner is still continued as Chairman and Managing Director of the Company and not removed on 12.04.2012 (Page 22-24). In the Judgement it is duly found that Sec.284 is not applicable to the Company. Hence it is proved that the Petitioner has not removed from the post of Director on 27.06.2012. In the Judgement it is found that R2 Mr. K. A Sidharthan have no experience in medicine manufacturing. The present age of R2 is ab