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TMI Blog2019 (5) TMI 1820X X X X Extracts X X X X X X X X Extracts X X X X ..... that the proposed amendment will affect the minority shareholder's right and if the company is converted into a full-fledged public limited company, then its character of HYBRID company within the company is distinguished and the right of preemption which is available to the applicant, will not be available to the applicant. However, at this stage, we cannot give any finding regarding the right of the preemption about the validity of the said meeting regarding the permissibility of such amendment and EOGM cannot be stayed since the matter is sub-judice. List on 3.6.2019 for hearing. - TCP 87/397-398/2010, MA 1656/2019 and IA 1634/2019 - - - Dated:- 3-5-2019 - V. P. Singh , Member ( J ) And Ravikumar Duraisamy , Member ( T ) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plication that R1 is a close corporation/family company belonging to Gharda family. The R1 was incorporated as a private company by taking over the erstwhile family partnership of M/s. Gharda Chemical Industries. The applicant further states that R1 was accordingly incorporated as a private company. The Articles of Association of the R1 accordingly contained various Articles that are commonly contained in Articles of Association of private limited companies, including in particular the right of pre-emption. The R2 is the applicant's maternal uncle. The R3 is the R2's wife and was a Director of the R1. R4 and R5 are the directors of R1. R6 and R7 are the sister and brother respectively of the applicant. R8 is the wife of R7. R3 ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... garding the status of R1-whether it had become a full-fledged public company and the question regarding the validity of Article 57 was pending in the Hon'ble Bombay High Court. It is stated in the application that while the appeal above was pending, Dr Gharda caused the R1 to issue a notice dated 16.10.2010 convening an EOGM on 12.11.2010, among other things, for deleting all the Articles applicable to a private company (including Article 57) from the Articles of Association of the R1. This EOGM was stated to be convened because the then CLB had already held that the R1 is a full-fledged public company. The applicant further states that the notice was received by him on 16.4.2019 regarding EOGM to be held on 8.5.2019. Copy of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osing EOGM convened on 8.5.2019 or any other subsequent date. Applicant has also emphasized on the judgement of Hon'ble Supreme Court in Civil Appeal No.2481 of 2014, wherein Hon'ble Supreme Court has held in para 91 that it is already concluded earlier in this judgement that the requirement of amending the Articles of Association pursuant to the Amendment Act 53 of 2000, in so far as such companies are concerned, is only optional on the part of the shareholders. The fact that the shareholders of a HYBRID company exercised the option not to amend the Articles of Association thereby converting a HYBRID company into a private company does not prevent such shareholders from advancing an argument that the first respondent company is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to Section 14 of the Companies Act, 2013 and other applicable provisions thereof, if any, the Articles of Association of the company be amended in the following manner: ------- . By the proposed amendment, it is proposed to delete/modify Article No.3. It is further proposed that in Article 51 words subject to the restrictions of these Articles appearing before the words shares shall be transferable be deleted. In a nutshell, by the proposed amendment, EOGM is considering for conversion of private limited company into full-fledged public limited company. At present, Company is a deemed public limited company by implication of law. Ld. Counsel for the Respondent submitted that given the law laid down by Hon'ble Supreme Court ..... X X X X Extracts X X X X X X X X Extracts X X X X
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