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2022 (2) TMI 256 - Tri - Companies LawSeeking this Tribunal to direct for an Extraordinary General Meeting (EGM) of the Respondent Company - HELD THAT - Under Section 98 of the Companies Act, 2013, the Tribunal can either suo-motu or on the application of any director or member of the Respondent Company who would be entitled to vote at the meeting, can order to call for the meeting. The counsel relies on the proviso to contend that the Applicant can be held as sufficient to form a quorum. Hence considering that the Applicant is the majority shareholder, the Application is allowed - The Applicant shall hold an Extra-Ordinary General Meeting (EGM) of the Respondent Company by issuing notices to all the shareholders of the Respondent Company and implement the orders of this Tribunal. For the purpose of quorum, the Applicant who has 60.08% of shareholding can be counted upon.
Issues:
1. Application filed seeking direction for an Extraordinary General Meeting (EGM) of the Respondent Company. 2. Validity of the Applicant being deemed as constituting a valid quorum for the EGM. 3. Appointment of directors on the Board of the Respondent Company. 4. Interpretation of Section 98 of the Companies Act, 2013 regarding calling and conducting meetings. Analysis: 1. The Applicant, a shareholder in the Respondent Company, filed an application requesting the Tribunal to direct an Extraordinary General Meeting (EGM) to be held. The Applicant, declared as the owner of a significant number of equity shares in a previous order, sought to resume business activities in the company, which required the appointment of directors to take necessary steps for conducting the Annual General Meeting (AGM) and other essential tasks. 2. The Applicant, being the majority shareholder, faced challenges in calling General Meetings (GM) due to the absence of directors on the Board of the Respondent Company. The application aimed to address this issue by requesting the Tribunal to recognize the Applicant, either in person or by proxy, as constituting a valid quorum for the EGM. The previous order had invalidated the appointment of certain directors, further complicating the situation. 3. Respondent Nos. 5 to 7, who were directors on the Board of the Respondent Company, had their appointments declared invalid in a prior order. This raised concerns regarding the lack of a functioning Board to facilitate the necessary steps for conducting meetings and business operations. The appointment of directors was crucial for the proper functioning of the company and compliance with legal requirements. 4. The Tribunal, considering the provisions of Section 98 of the Companies Act, 2013, had the authority to order the calling, holding, and conducting of meetings in certain circumstances. The Applicant's counsel relied on Section 98(1) and its proviso to argue that the Applicant, as the majority shareholder, could be deemed sufficient to form a quorum for the EGM. The Tribunal allowed the application, directing the Applicant to convene the EGM and implement the Tribunal's orders, with the Applicant's shareholding percentage considered for the quorum requirement. This detailed analysis of the judgment highlights the key issues addressed by the Tribunal, including the shareholder's rights, the necessity of director appointments, and the interpretation of relevant legal provisions governing company meetings.
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