As a legal advisor of Ocean Ltd what will be your argument before the NCLT against the wrongful rejection of the Board of directors of Omega Ltd.
Omega Ltd. is having a paid-up capital of one billion rupees. Ocean Ltd. which is one of the promoters of Omega Ltd holds a paid-up capital of two hundred million rupees. The articles of the association of Omega Ltd provide that the company’s Board of directors would constitute 12 directors. There are at present 12 directors on the Board of Omega Ltd. including one managing director (Mr. Karan). The Ocean Ltd wishes to replace the MD (Mr. Karan) by appointing a new MD Mr. Rohan and also to appoint one new independent director (Mr. Sohan) on the Board of Omega Ltd. For this purpose, Ocean Ltd has made a written request to the Board of Omega Ltd to convene an extraordinary general meeting to replace the MD and appoint a new independent director on the Board on 16th October 2021. The Board of Directors in its meeting on 29th October 2021 dismissed the request of Omega Ltd. on the ground that not more than 12 directors can be appointed on the Board of the company. Ocean Ltd. is desirous to challenge the decision of the Board before the NCLT on 10th November 2021.
(a) As a legal advisor of Ocean Ltd what will be your argument before the NCLT against the wrongful rejection of the Board of directors of Omega Ltd.
(b) Can you suggest an alternative measure to Ocean Ltd to get a remedy without filing any petition before the NCLT?
(c) Can you identify a mistake done by Ocean Ltd requesting an EGM to Omega Ltd.? If you have identified, then what will be your advice to Ocean Ltd had they approached you before making a request for the AGM.
(d) If Ocean Ltd succeeded in the case, then what will be the procedure for appointing new MD?
(e) In case the Ocean Ltd. has filed a petition before the NCLT, what will be your defense if you represent on behalf of Omega Ltd.
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