9911796707
TMI Blog1996 (9) TMI 491X X X X Extracts X X X X X X X X Extracts X X X X ..... explanatory statements) which I intend to move on my own behalf and also on behalf of a number of other shareholders of the company at the ensuing annual general body meeting (AGM) of the company. Vide their letters dated July 25, 1996, shareholders as per the enclosed list (authorisation letters are being submitted herewith in original giving names, folio numbers and signatures) have authorised me to represent them, move resolutions on their behalf and also do all other acts mentioned in their aforesaid letters. An affidavit in support of this is also being submitted herewith. Therefore, it is requested that the enclosed resolutions be included in the agenda of the next annual general body meeting (AGM) and the same should also be circulated along with the agenda. Necessary charges as per law/rules, if any, for the same shall be paid to the company through a bank draft after receiving communication in this respect from your end. Thanking you, Yours truly, (Sd.) Naresh Kumar Jain". The respondent company rejected the request of the petitioners, vide communication dated September 2, 1996. The operative part reads as follows : "With reference to your letter dated Augu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e meeting sent to them, by serving a copy of the resolution or statement on each member in any manner permitted for service of notice of the meeting ; and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company : Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting, and where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless ( a )a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company ( i )in the ease of a requisition requiring notice of a resolution, not less than six weeks before the meeting ; ( ii )in the case of any other re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y writ jurisdiction is not open when an alternative statutory remedy is available under the Act. ( c )Petitioner No. 1 has raised in previous annual general meetings such questions which have been thoroughly examined at an appropriate level of Executive Director (Vigilance) and Director (Personnel) of the respondent company and appropriate action has been taken. It is not open for this court to entertain various disputed questions of fact in its writ jurisdiction. ( d )The petitioner, Naresh Kumar Jain, has not come to court with clean hands. It has been pointed out by Karvy Consultants Ltd., the company's shares registrar and transfer agent that as many as 59 signatures on the authorisation letters suffer from some defects or the other as verified on comparison with the specimen signatures of the members in whose names the authorisation is issued. The copy of the communication dated August 23, 1996, from the said company as well as the list of 178 members who had issued the so-called authorisation letters in favour of Naresh Kumar Jain have since withdrawn on the ground that they were not apprised of the type of resolutions Shri Jain was proposing. The said members after havin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y been complied with as more than 100 members holding shares in the company have appended their signatures. In the present case, the petitioner, Naresh Kumar Jain, has filed his affidavit which reads as follows : "I, Naresh Kumar Jain, S/o. Shri Harbans Lai Jain, aged about 45 years, R/o. Q. No. 11, Type-4, B-Sector, Piplani, Bhopal (MP), do hereby solemnly affirm and state on oath as under : 1. That I am a shareholder of Bharat Heavy Electricals Limited having its registered office at BHEL House, Siri Fort, New Delhi-110 049. My shareholding folio Nos. are 125 and 12254. 2. That I have been authorised to represent and move resolutions and do all other acts as mentioned in their authorisation letters dated July 25, 1996, by a number of shareholders of Bharat Heavy Electricals Limited as per the enclosed list of shareholders giving their names, folio numbers and signatures. Deponent" Thereafter, he appended the list of members in the communication dated July 25, 1996, to the company secretary of respondent No. 2 stating that he has been authorised to act in the matter. The operative portion of this communication reads as follows : "To The Company Secretary, Bharat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting ; (3)Expenses for circulation of the requisition of the company are tendered by the requisitionists. (4)The company shall not be bound to give notice of any resolution or to circulate any statement unless the requisitionists comply with the conditions as mentioned above. (5)The company shall also not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Company Law Board is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter ; and the Company Law Board may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application. The question now arises as to whether the petitioners have complied with the provisions of law as mentioned above. It is an admitted case that except petitioner No. 1, none of the other petitioners have signed either the requisition letter dated August 12, 1996, or have appended their signatures to the resolutions. The company is no doubt bound to give notice of any resol ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
