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TMI Blog2010 (9) TMI 920X X X X Extracts X X X X X X X X Extracts X X X X ..... per cent. and has right to apply under sections 397 and 398 of the Act. The remaining shares are held by respondent No. 2 and respondent No. 3 and others. 3. He submitted that respondents Nos. 2 and 3 in collusion and connivance with respondents Nos. 4 to 10 are illegally seeking to take over the entire management and control of respondent No. 1 excluding or removing respondents Nos. 11 and 12, and acting in a manner oppressive to the members of respondent No. 1 company other than respondent No. 2 and respondent No.3. Respondent No. 2 in gross violation of section 169(4)(a) of the Act has requisitioned notice dated May 12, 2009, of an extraordinary general meeting of respondent No. 1 company though he holds only 0.5 per cent. of total shareholding of respondent No. 1. Respondent No. 2 in gross violation of section 169 has requisitioned extraordinary general meeting without service of notice on members (including petitioner) of respondent No. 1 company other than respondent No. 2 and respondent No. 3. Respondent No. 2 in gross violation of section 190(1) of the Act has given special notice of the intention to move the resolution under section 284 of the Act to remove respondent No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reasons stated above the petitioner sought the reliefs as prayed in the petition. 4. Respondents Nos. 1 to 10 filed a consolidated and detailed reply to the petition. Shri Ashok Shah, learned counsel appearing for the respondents submitted that respondents Nos. 1 to 10 were shocked and surprised to receive the notice of the petition and to note the contents thereof. The petition clearly indicates total falsehood and fabrication and concoction of documents by the petitioner and respondents Nos. 11 and 12. Respondents Nos. 1 to 10, therefore, got inspection taken of the files of the respondent-company with the Registrar of Companies and on the internet portal of website of the Registrar of Companies. 5. These respondents were shocked and surprised to find out on the said website a copy of notice dated March 25, 2009, convening an extraordinary general meeting of the company on March 25, 2009. He submitted that no such notice was ever issued and the board of directors of the respondent-company have never passed any resolution to convene the said extraordinary general meeting. The said notice also dated March 25, 2009, the very same date on which the extraordinary general meeting is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e minutes of the board meeting alleged to have been held on May 2, 2009, only two directors, namely, Shri Vinod Goel and Shri Darshan Churiwala, respondents Nos. 11 and 12 herein respectively, attended the said alleged board meeting. It is submitted that the respondent-company had at that time, that is, on May 2, 2009, a total of 11 (eleven) directors on its board. The quorum to hold a valid board meeting and to transact any business thereat is two directors or onethird of the total strength of the board of directors, whichever is more. Thus, in the case of the respondent-company which has at that time a total strength of 11 (eleven) directors, a valid quorum would be 4 (four) directors. Since at the alleged meeting of the board of directors alleged to have been held on May 2, 2009, only two directors were present, it was a non-quorum meeting and no business could have been transacted at the said alleged meeting and no valid resolution could have been passed at the said board meeting. It is, therefore, submitted that the resolution allegedly allotting 9,90,000 (nine lakhs ninety thousand) shares passed at the said board meeting is not valid and is a non est and does not exist in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ising company secretary amounted to professional misconduct attracting actions under the code of conduct prescribed under the Company Secretaries Act, 1980. The said company secretary by his letter dated May 16, 2009, sent by e-mail expressed his regrets and stated that Shri Darshan Churiwala had approached him for uploading the documents. He further stated that as he was attending to the secretarial work of M/s. Twenty First Century Wire Rods Ltd., and Twenty First Iron and Steels P. Ltd., where he believed that Shri Darshan Churiwala to be a director or associate and relied upon his assurance and confirmation that necessary compliance of the provisions of the Act, for increase of share capital and shifting of the registered office and allotment of shares had made and that relying upon his said assurance and confirmation he certified the documents and uploaded the same. He further stated that he did so in good faith relying upon his statement and information, etc., furnished by him and that he was not a party to any manipulation, if any done by Shri Darshan Churiwala. It is thus clear that the said certification was done by the said company secretary without actually examining the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of the company and there is no question that they were taking over the control and management of the company. Respondents Nos. 11 and 12 have been removed as directors by the members of the company by unanimous resolutions at the extraordinary general meeting held on May 23, 2009. In view of the reasons stated above the petitioner does not have the locus standi to file the petition. The petition is liable to be dismissed. 9. Heard learned counsel appearing for the parties and perused the pleadings, documents filed in their support. The main issue that fell for consideration is whether the petitioner is entitled to file the present petition and whether he is entitled to any reliefs ? Now I deal with the issue. The petitioner at page 3 in paragraph I of the petition the particulars of respondent No. 1 company have been given wherein at sub-paragraph 1.2 it is stated that the authorised share capital of respondent No. 1 company is Rs. 1 crore comprising of 10,00,000 equity shares of Rs. 10 each. Further, it is stated that the issued, subscribed and paid-up share capital of respondent No. 1 is Rs. 1 crore comprising of 10,00,000 equity shares of Rs. 10 each. At paragraph 1.3 the sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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