2002 (8) TMI 620 - HC - Companies Law

Summary

Issues involved:
1. Quashing of notice under Companies Act, 1956 for not conforming to section 169 and not covering the agenda of an extraordinary general body meeting.

Detailed Analysis:
The petitioner sought to quash a notice issued by respondent No. 2, contending that it did not comply with section 169 of the Companies Act, 1956, and did not address the agenda for the extraordinary general body meeting. The petitioner had requisitioned issues under section 169, including matters related to BG/EMC refunds, registration-cum-membership fees, withdrawal of quota transfer fee, single membership introduction, and flagging of exports by the Apparel Export Promotion Council (AEPC). The petitioner argued that the AEPC's failure to list these items in the meeting agenda was arbitrary and illegal. The court considered whether the petitioner could have availed an alternative remedy under section 186 of the Companies Act.

The petitioner's counsel contended that being requisitionists under section 169, they were not covered by section 186 and once a meeting was requisitioned under section 169, section 186 would not be applicable. On the other hand, respondent's counsel argued that the petitioner could resort to the remedy under section 186 as there was no bar, even if the member was a requisitionist under section 169. The court noted that the issues raised by the petitioner could potentially impact the statutory provisions of the garment policy and could be considered on the administrative side by the Executive Committee, with representations made to the Government for any necessary amendments.

The court found that the petitioner had an alternative remedy available and that the issues raised could impinge upon the statutory provisions of the garment policy. The respondent adequately justified the non-inclusion of certain issues in the meeting agenda, explaining that some matters fell within the jurisdiction of the Central Government and could be considered on the administrative side by the Executive Committee. The court dismissed the writ petition, emphasizing that the petitioner could raise these issues at the upcoming annual general meeting, subject to compliance with the law and within the AEPC's ambit of functioning and power.