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TMI Blog2019 (6) TMI 1554X X X X Extracts X X X X X X X X Extracts X X X X ..... y arrangements. The other submission based on the Settlement Agreement dated 18.12.2014 has also failed to impress us because firstly, the Settlement Agreement dated 18.12.2014 has not been signed by non applicant-petitioner No. 1 and more importantly it is a transaction between two individuals which does not involve the body corporate- Respondent No. 1 Company. There are detailed provisions made under Sections 56 to 59 of the Act for transfer of share before alteration in the shareholding in a body corporate could be accepted. It requires a resolution of the Board of Directors, Transfer deed and due intimation to Registrar of Companies by uploading of MCA Website. There is nothing on the record to show that any steps were taken to enter th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicants-petitioners No. 1 to 4 which is pending for arguments on 03.09.2019. When the matter came up for consideration on 06.05.2019 we have passed a detailed interim order which reads as under: CA-857 858(PB)/2019:- The prayer made in the application is that the respondent no. 1 company be restrained from selling, encumbering, transferring or mortgaging its assets including land and others. There are other prayers made in the application like appointment of an Administrator as a Chairman to supervise the meetings of the Board of Directors as there are only two directors namely the petitioner and respondent no. 2. The time for filing reply was extended by the last order by two weeks which has already expired on 12.04.2019. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the reply. List for arguments on 22.05.2019, the date already fixed. 3. It appears that after the passing of the interim order the non applicant-petitioners sent a requisition to Respondent No.1 Company on 14.05.2019 (Annexure A-2) which is duly signed by non applicant-petitioners No. 2 to 4 representing 21.41% of the shareholding. On the basis of the requisition a meeting of the Board of Directors is sought to be held on 25.05.2019 (Annexure A-3). However, on account of the pendency of the application the meeting appears to have been postponed. The allegation in the application is that in pursuance of an agreement dated 18.12.2014 between Mr. Santosh Chetal, the non applicant-petitioner and Mr. Sunil Gulati, the shareholding of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has not been able to hold AGM for the last more than three years. It is trite to observe that the paramount consideration in such matters is the interest of the Respondent No. 1 Company namely Alag Intco Hotles Private Limited. In the absence of holding any Annual General Meeting the interest of the shareholders cannot remain protected. However, by requisition of an EOGM under Section 100 of the Companies Act the information about the affairs of the Company would flow to all shareholders and members. Moreover, it is a part of democratization process in the Corporate Sector. Therefore, we are not inclined to stay the holding of EOGM and accordingly we permit the holding of EOGM. 6. We are not persuaded to accept the submissions made by Mr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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