1. Omkar Hospitalities Ltd.

(hereinafter referred to as Omkar) was incorporated in 1990

as a company limited by guarantee with its registered office in Bhopal. The Articles of
Association (hereinafter referred to as the AoA) of Omkar provided that there shall
only be two members as Board of Directors and Mr. Rajiv and Mr. Suresh, who were
also the initial subscribers to the Memorandum of Association of the company to be the
permanent members of Board of Directors. As per the AoA, the management of the
company and its day to day affairs vested in a Governing Body, which could consist of 12
members, including the permanent directors who were to be treated as ex-officio
members of the Governing Body. All powers for appointment of committees, granting
membership, expelling members, giving status to members along with the power to
appoint a permanent director in case of his death were given to the Governing Body, who
were to be elected by all the members of the Company as per the AoA.
2. Omkar was making huge profits by 2000, but unfortunately a huge blow struck the
company when its permanent director Mr. Rajiv died. Thereafter, Omkar suffered loss
and internal disputes started to surface. In 2004 two groups were formed in the Company,
one led by Mr. Harsh Kumar and the other led by Mr. Sumit. The registered office of
Omkar was changed by each group and duly notified to the relevant Registrar of
Companies (hereinafter referred to as ROC). Mr. Harsh Kumar claimed to be a member
of Board of Directors, elected by members of the Company whereas Mr. Sumit claimed
himself to be the Chairman of the Governing Body appointed by the members and also as
the permanent director of the Company as appointed by the Governing Body. Mr. Harsh
Kumar and group inducted 200 new members in the Company and removed 221 original
members.
3. Subsequently Mr. Kumar and group called an Extra Ordinary General Meeting of the
Company in May 2007 and changed the AoA of the Company to the effect so as to
remove all provisions for Governing Body therein and replace all such powers previously
vested in the Governing Body so as to vest such powers with the Board of Directors. Mr.
Sumit and group on the other hand retained the original AoA of the Company, inducted
some 50 new members and were functioning with 315 members that also included the
names of Mr. Harsh Kumar and group, who were original members of Omkar. Mr. Sumit
and group being the members of Governing Body regularly called the general meeting of

the company as per the requirement under the law and filed the relevant documents,
returns and accounts with the ROC and so did Mr. Kumar and group.
4. The records of ROC, last show, two registered offices of Omkar, two annual returns, two
annual accounts for each year since 2005 and 559 members. Mr. Harsh Kumar and group
in 2011, changed the name of the company from Omkar Hospitality Ltd. to Omkar
Reality Ltd. and attempted to dispose of certain assets of Omkar and lease out other
assets which were not being used by the Company since it was not carrying on with its
hospitality business anymore. The attempts to dispose of properties of Omkar by Harsh
Kumar and group was resisted by Mr. Sumit and group and they filed a civil suit in the
District Court of Bhopal and obtained an interim injunction restraining Mr. Harsh Kumar
and group from disposing off any property of Omkar. Pursuant thereto, neither of the
groups was effectively carrying on any business in the name of Omkar.
5. Thereafter, in 2014, one Mr. Akhil Hasan, who was amongst the original founding
members of Omkar and had not shown his affinity to either of the groups along with
other 52 members filed a petition before the Company Law Board (now Tribunal)
alleging acts of oppression and mismanagement under Section 241 of the Companies
Act, 2013. Both the groups represented the Company claiming to be the valid
management of the Company as against the other group and resisting any claim of
oppression and mismanagement against them. Mr. Harsh Kumar and Group also raised a
preliminary issue on maintainability for misjoinder of party stating that the name of the
Company has been changed. The CLB (now Tribunal) after hearing the parties, exercised
its powers under Section 98 of Companies Act and vide an order dated 2nd November
2014 directed Omkar to hold an Extraordinary General Meeting under the Chairmanship
of the ROC within four months from the date of the aforesaid order inter alia to conduct
the following business
a. Appoint five members to the Board of Directors of the Company.
b. Approve AoA of the Company.
6. CLB (now Tribunal) further ordered that no other agenda/business shall be transacted at
the said meeting and permitted all 559 persons whose names appear as members of
Omkar as per ROC records to vote at the said meeting to be conducted. Aggrieved by the
aforesaid order, Mr. Harsh Kumar and Group preferred appeal before the Honble High

Court of Madhya Pradesh on 9th December 2014 claiming to represent the management
of Omkar. In the meanwhile, the RoC issued a notice dated 10th December 2014 for
conduct of the Extra-ordinary general meeting of the Company on 25th February 2015 at
Bhopal Bagh Resort, M.P. Pursuant thereto, Mr. Harsh Kumar and group have sought an
interim relief from the court staying the aforesaid meeting. Mr. Sumit and group have
also filed a separate appeal challenging the order dated 2nd November 2014 and have
filed an application for joining as a party representing the actual management of Omkar
in the proceedings filed by Mr. Harsh Kumar and others, which application is being
contested by other parties of the proceedings.