9911796707
TMI Blog1997 (9) TMI 630X X X X Extracts X X X X X X X X Extracts X X X X ..... ors of the company ; (b) Production of minutes book, members register, balance-sheet, profit and loss account and auditors' report for the years ending March 31, 1995, and March 31, 1996, for inspection. 2. The brief facts of this case as stated in the application are that the applicant is one of the signatories to the memorandum of association and articles of association of the company holding 275 equity shares as revealed from the annual return for the year ended March, 1996. The applicant's shareholding amounts to more than one-tenth of the paid-up shares in the company. 3. The applicant and one Shri Sampath on one part and Shri N. Ravindran, present managing director of the company on the other part entered into an unre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... N. Ravindran and/or his nominees. Accordingly, the applicant received ₹ 2,50,000 towards a part of sale consideration from Shri N. Ravindran. The balance consideration was left with the auditors of the company in terms of the agreement dated November 16, 1995. However, in breach of the memorandum of understanding, the applicant failed to deliver the duly executed instruments of transfer together with the share certificates in favour of Shri N. Ravindran. The applicant has, therefore, lost the beneficial interest held by him in respect of his shareholding in the company and this disentitles him to claim any relief. Nor is the applicant entitled for duplicate share certificates. An agreement does not become infructuous on account of bre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r production of the minutes book, register of members, copies of accounts and other records of the company. Further, copies of these records can be secured by any shareholder upon payment of the prescribed fee. It would be impracticable to convene a meeting for consideration of infructuous subjects and no useful purpose would be served by calling an extraordinary general meeting. The issue regarding duplicate share certificates is irrelevant for the purpose of this application. The applicant can, however, exercise his right under Section 169(7) of the Act to convene an extraordinary general meeting, but not under Section 186 of the Act. 7. During the hearing, Shri A. P. Peter Gunasekaran, counsel for the applicant, while reiterating the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ther letter of requisition dated January 11, 1997 (Doc. No. 6 annexed to the application), became infructuous. Moreover, the purpose for which the meeting was requisitioned was accomplished as borne out by annexures R-5 to R-7. He has further submitted relying upon the decision in Siri Ram v. Edward Ganj Public Welfare Association Ltd. [1977] 47 Comp Cas 283 (P H) that the application would be incompetent, for want of any allegation in the application that it was for any reason impracticable for the company to call, hold or conduct a meeting. He has also elaborated the following principles to be applied in any application under Section 186, as reinforced in the case of Shrimati Jain v. Delhi Flour Mills Company Limited [1974] 44 Comp Cas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er interests of the company for removing a deadlock which is otherwise irremovable. 9. In the above circumstances, counsel for the company has submitted that the application is liable to be dismissed. 10. I have considered the pleadings and arguments of both the counsel. The question for consideration is whether the application meets the requirements of Section 186 of the Act or not. 11. Section 186 provides that if for any reason it is impracticable to call a statutory meeting or an extraordinary general meeting according to the provisions of the Act or the articles, the Company Law Board may, either on its own motion or on the application of any director of the company, or any member thereof who would be entitled to vote at th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Doc. Nos. 1 and 6 (annexed to the application), the requisitionists invoked the provisions of Section 169, according to which the directors must convene an extraordinary general meeting on the requisition of members holding not less than one-tenth of the total voting rights in the matter of requisition. The requisition must state the matters for consideration of which the meeting is to be called. It must be signed by the requisitionists and deposited at the registered office of the company. The directors should, within 21 days from the date of the deposit of valid requisition, move to call a meeting and should give 21 days notice to members for calling such a meeting and the meeting should actually be held within 45 days from the date of t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
