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TMI Blog2015 (7) TMI 219X X X X Extracts X X X X X X X X Extracts X X X X ..... invalid as the said AGMs have been improperly shown to have been convened/held without authority by persons who were not directors of the Respondent No. l who by their own affidavits to the Hon'ble Gujarat High Court were not Directors of the Respondent No. 1 since December 2004. (b) To pass an order thereby holding the Resolutions purported to have been passed by the extra-ordinary general meeting held on 20/12/2007 for appointment of and payment of remuneration to Mr. Shaunak H. Choksi (as Managing Director), Respondent No. 2 and Mr. Himanshu Harshad Choksi (as Whole-time Director), Respondent No. 3, as invalid and preventing the said persons from returning the remunerations drawn by them to the Respondent No. l and not to draw any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at length and perused the record. 3. Before I proceed to consider the rival submissions, it seems useful to refer to the provisions contained in Sections 166, 167, 168, 255 and 256 of the Companies Act. 1956, which are relevant for the purpose of adjudication of the instant application, which are as under :- "Annual General Meeting. 166. [(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as Such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next : Provided that a company may hold its first annual general meeting within a period of no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... annual general meeting. 167. (1) If default is made in holding an annual general meeting in accordance with Section 166, the Central Government may, notwithstanding anything contained in this Act or in the articles of the company, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Central Government thinks expedient in relation to the calling, holding and conducting of the meeting. Explanation. - The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... old the AGMs, and hence, the AGMs under challenge are void, illegal and ineffective and the Resolutions passed thereat are, therefore, required to be set aside/quashed. 6. I have considered the rival submissions. In my opinion, this petition, on the face of it, is not maintainable as contended by the Ld. Counsel for the Respondents. The prayer as per clause (a) of the Petitioner clearly shows that the Petitioner has sought relief to the effect that the Annual General Meetings of the Respondent No. l Company shown as held for the Financial Years 2003-2004 to 2009-2010 be declared as invalid. Prayer clause (b) of the Petition reveals that the Petitioner has sought cancellation of various Resolutions purported to have been passed in the EOGM ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . (ii) Gracy Thomas v. Four Square Estates P. Ltd. & Ors. ([2008] 141 CompCas 770 (CLB) Vo.141. "......In the present case, whether the company has defaulted in holding the annual general meetings for the period between 1998-99 and 2003-04 itself is under serious dispute, which however does not fall within the scope of section 167. This section does not empower the company Law Board to adjudicate any dispute regarding the validity of any annual general meeting, but merely direct the calling of the meeting in the event of default in this regard. In view of this, the Company Law Board cannot exercise the power under section 167 unless and until the validity of the annual general meetings purportedly held during the disputed period is adjudi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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