9911796707
TMI Blog2015 (6) TMI 613X X X X Extracts X X X X X X X X Extracts X X X X ..... 19.1.2013 is identical but the notice for Board meeting dated 13.10.2012 is in a completely different format. Notice for Board meeting dated 16.8.2012 and 19-1-2013 is sent to all Directors named in the notice while the notice dated 5.10.2012 for the Board meeting dated 13.10.2012 is addressed only to P-2 in the form of a letter. Besides, such notice is not on the letter head of the company as compared to the notice dated 8.8.2012 and 10.1.2013. The Company being a closely held company and in the peculiar circumstances of the case it can be presumed that leave of absence was normally granted without oral or written request from a director. Reliance is placed on S. Ajit Singh case [2001 (8) TMI 1372 - COMPANY LAW BOARD NEW DELHI]. Admitt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al and R-20 Mr. Shiv Kumar Goyal were appointed as Director on 27.8.1999. On 27.11.2013 the statement on admission by the learned counsel appearing for the company and Co-respondents was recorded that P-2 and R-20 continued to be Directors in the company. A perusal of the order dated 27.11.2013 depicts that on such date learned counsel never Intended to dispute the right of inspection of P-2 on the ground u/s 283 (l)(g) of the Act but solely questioned it on the touchstone of conduct of such Director disentitling him the right u/s 209(4) of the Companies Act to inspect the records of the company. On 6.2.2014 the submission of Shri Arun Kathpalta, learned counsel for the Respondents was recorded that while the respondents have not removed P- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... conduct disentitling him to do so. 4. Shri Virender Ganda learned senior counsel appearing for the Petitioner while not disputing the proposition of law that under section 283(l)(g) of the Act a Director vacates the office by operation of law on failure to attend three consecutive Board Meetings without obtaining leave of absence also drew my attention to the evidence of postal service of notices of the three Board meetings dated 16.8.2012, 13.10.2012 and 19.1.2013 annexed with the affidavit filed by R-1 company on 9.1.2015 and argued that notice of the second alleged Board Meeting dated 13.10.2012 was sent in a highly dubious manner as the Respondents had, in the normal course, sent notices of the first and the third Board Meeting to P- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hri Sarabjeet Mokha v. marble City Hospital (2008) 142 Company Case 757 (CLB) and S. Ajit Singh V. DSS enterprises (P) Ltd. (2002) 109 Company Case 597 (CLB)) were relied on to show that in many closely held companies neither meetings were held at regular intervals nor formal notices sent for Board meetings and to highlight that in family companies or closely held companies, leave of absence is normally given without oral or written request reliance was placed on S. Ajit Singh's case (supra). 5. I have considered the arguments advanced on both sides on the preliminary issue framed by the and the case law cited. The relevant provision u/s 283 of the Act which deals with vacation of office by Directors is as under:- 283. Vacation o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6.8.2012 and 19.1.2013 there is no quarrel since the Petitioners have themselves produced copy of notice of such board meetings with the petition and P-2 did not attend either of the two meetings. However so far as the Board meeting allegedly held on 13,10.2012 the notice dated 5.10.2012 does arouse suspicion and smacks of manipulation. The format of notice for Board meeting dated 16.8.2012 and 19,1,2013 is identical but the notice for Board meeting dated 13.10.2012 is in a completely different format. Notice for Board meeting dated 16.8.2012 and 19-1-2013 is sent to all Directors named in the notice while the notice dated 5.10.2012 for the Board meeting dated 13.10.2012 is addressed only to P-2 in the form of a letter. Besides, such notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 13.10.2012 and the ground u/s 283(l)(g) of the Act taken by the Respondents is an afterthought Even though there is no legal bar on sending notices to a Director who had absented from three consecutive Board meetings without obtaining leave of absence, the fact of continuously sending notices to P-2, a Director who had ceased to be a Director u/s 283(1)(g) of the Act for further Board meetings coupled with the admission by counsel as recorded on 27.11.2013 thee automatic cessation of P-2 as director does not stand to reason. 8. A perusal of the reply by the Respondents at para 5.1.32 (page 143) it appears that leave of absence was granted to P-2 for the Board Meeting held on 18.4.2013 i.e. after three months subsequent to the alleged ..... X X X X Extracts X X X X X X X X Extracts X X X X
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