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TMI Blog2012 (10) TMI 650X X X X Extracts X X X X X X X X Extracts X X X X ..... nd 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 – respondent restrained from holding that the applicant vacated the office of director of the company - applicant is deemed not to have vacated the office under section 283(1)(g) of the Companies Act - C.A. No. 213 of 2011, C.P. No. 33 of 2011 - - - Dated:- 28-2-2012 - KANTHI NARAHARI, J. Ms. Shweta Shukla for the Petitioner. Suneet Muholkar for the Respondent. ORDER Kanthi Narahari, Judicial Member -The present application is filed by the petitioner praying this Bench to restrain the respondents from contending ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es Act, 1956, with effect from September 29, 2011, please note that, now, starting with the event, you would be liable to be punishable under section 283(2A) of the Companies Act, 1956, if you still continue to claim to be functioning as managing director/director." 2. It is submitted that this Bench by an order dated April 21, 2011, directed the respondents to maintain status quo as regards the shareholding pattern and directors as on April 21, 2011. Secondly, the purported resolution is under challenge and the matter is subjudice as regards the validity of board meeting dated March 31, 2011 and thirdly, there was no notice of any board meeting dated June 9, 2011 and without admitting that there was any valid service of the board meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany Law Board with regards to the shareholding pattern and the board of directors as on April 21, 2011. The hon'ble Bombay High Court also, on December 16, 2011, while hearing the appeal of the petitioner challenging the rejection order of his petition for modification of the interim order of status quo as on April 21, 2011, has held that "at this tentative and prima facie stage, the Company Law Board has also directed the parties that they should after the board meeting, not take any decision which would alter the shareholding pattern or the composition of the directors. That is not being done and that is not even the grievance of the appellant". Except maintaining the share pattern and board of directors as on April 21, 2011, the said st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t has no authority, does not carry any meaning at all, so it must be rejected. Accordingly, since the petitioner has himself vacated the office of the director under section 283(1)(g) of the Companies Act, 1956, the vacation is ipso facto (automatic) and the respondents have no role or contribution in it. The board of directors by addressing the letter to the petitioner, among other things, has simply drawn the attention of the petitioner towards this event. It is quite appropriate and reasonable in the interest and benefit of the company. The respondents are trying their best to keep the affairs of the company running smoothly which, as per content of the order dated December 16, 2011, of the hon'ble Bombay High Court has been admitted by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board ;" 6. It is a fact that the company holds three board meetings consecutively on March 31, 2011, June 9, 2011 and September 29, 2011. It is also a fact that the petitioner has challenged the validity of the board meeting dated March 31, 2011. Even otherwise, the petitioner has requested the company to postpone the meeting dated March 31, 2011 to April 2, 2011, at 11.00 a.m. The respondents did not deny the receipt of the request letter from the petitioner. There is no response from the respondents to that letter. The contention of the respondents is that the petitioner has not obtained the leave of absence from the board. The let ..... X X X X Extracts X X X X X X X X Extracts X X X X
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