9911796707
TMI Blog2012 (10) TMI 650X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that the respondents claimed to have convened the meeting of the board of directors on June 9, 2011 and September 29, 2011, though no notice of meeting of June 9, 2011, was ever given to the applicant. The alleged notice dated September 26, 2011, stated to have been sent to the applicant by courier is delivered in the afternoon of September 29, 2011. The applicant was aghast to receive a letter dated October 3, 2011, purportedly signed by respondent No. 2 as a managing director of the company, inter alia, recording that : "Last but not the least, the company/board of directors has taken notice that, as stubborn under the spell of some unfortunate illusions, you have been caring little to recognise the board of directors along with the n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the applicant as a director of the company. The applicant submits that the purported contentions of the respondents that the applicant has ceased to be the director of the company is mala fide and illegal and amounts to an interference in the jurisdiction of the Company Law Board by pre-judging the issue. 3. The respondents filed the reply and submitted that there is evidence that the board of directors of the company did really hold its meetings on June 9, 2011 and September 29, 2011, respectively for both of which the petitioner has been informed well in advance. Equally it is only with intention of misleading the Company Law Board that the applicant is asserting that no notice of meeting scheduled to be held on June 9, 2011, was ever g ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity of remaining part of it is not questionable till the final order is passed by the Company Law Board. By passing the status quo order on April 21, 2011, the hon'ble Company Law Board has not bestowed on the petitioner immunity from the provisions of the Companies Act, 1956, the articles of association of the company and other relevant provisions of the Act, related to his fiduciary duties and liabilities as he presumes to have been and neither the Company Law Board has empowered him to act in defiance of the resolutions passed by the board of directors and in denial of supervision/superintendence, control and direction of it. There are two sections in the Companies Act, 1956, which are relevant to exclusion of a director of a company fro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing for the parties. The stand of the respondents is that the petitioner was continuously absenting himself for three board meetings consecutively, i.e., on March 31, 2011, June 9, 2011 and December 29, 2011, without any application/intimation for leave of absence in spite of the fact that the petitioner was well informed about the meetings with proper notices. In view of the absence the petitioner deemed to be vacated the office of the director of the company under section 283(1)(g) of the Companies Act with effect from September 29, 2011. It is important to see that whether the petitioner absented himself for the three board meetings consecutively. The petitioner contended that for the board meeting dated March 31, 2011, he received the n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as leave of absence. Not treating the said letter as leave of absence and not responding to the said letter is a negligence on the part of the respondents. Treating the petitioner as vacating the office of director is completely against the principles of natural justice. The respondents should not treat that the petitioner did not obtain leave of absence. Moreover, I am not deciding the validity of the board meeting dated March 31, 2011, in this application. In view of the reasons I hereby restrain the respondents from holding that the applicant vacated the office of director of the company with effect from September 29, 2011, until further orders. Hence, the applicant is deemed not to have vacated the office under section 283(1)(g) of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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