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TMI Blog2021 (7) TMI 565X X X X Extracts X X X X X X X X Extracts X X X X ..... ctivities as detailed in the main objects of the Memorandum of Association ("MOA") of the Respondent Company. b. Further, the Respondent No. 1 Company is a closely held "family Company", wherein the entire shareholding is being held by only two members i.e. The Petitioner and the Respondent No. 2. The Respondent No. 1 Company was Promoted initially with a paid-up share capital of Rs. 1,00,000 (divided into 10000 Equity Shares of Rs. 10 each). The details of the Directors as per the last return filed and at present, are detailed hereunder: SI No Name of Directores Designation Date of Appointment 1 Shagufta Yasmin Director 30.11.2016 2 Faisal Ahmad Director 06.08.2019 c. Further, sometime in the year 2020, a "marital dispute" arose amongst the Petitioner and the Respondent No. 2, and the Petitioner filed a Domestic Violence Complaint before the Metropolitan Magistrate, Saket Court, New Delhi bearing No. CT 4174/2020 against the Respondent No. 2. Thereafter, the Petitioner also filed a Complaint under Muslim Women (Protection of Rights on marriage) Act (Triple Talaaq Law) against the Respondent No. 2, which has now been converted into a FIR, pending investigation. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... turns and other statutory documents with the Respondent No. 3, in order to bring the liability on the head of the Petitioner and her son (they being the Director). j. Further, since the relationship between the Petitioner and the Respondent No. 2 have deteriorated to an extent that there is no communication between the Petitioner and the Respondent No. 2 especially in view of the fact that an FIR has been registered against the Respondent No. 2, no fruitful purpose would be served if the Petitioner is made to wait for another 21 days after writing to the Respondent No. 2 who is the only other shareholder in the Company to call for an EGM meeting in order to place the agenda of resignation of the Petitioner and her son as Directors of the Respondent No. 1 company and to appoint two new directors for smooth functioning of the Company. 3. The Respondent No. 2 in his reply dated 16.02.2021 contends that: a. That the Respondent No. 2 had been given no opportunity to express his views on the said decision of the petitioner to call for EGM or to dissolve the respondent No. 1 company. The present petition is actually filed by the petitioner to deny the claim of the respondent No. 2 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the said company till date. f. Further, the respondent No. 2, Mr. Firoz Ahmad (husband of the petitioner Ms. Shagufta Yasmin) had no active role in the running of the affairs of the said Company either in the past or even in the present, not even remotely in any decisions, objectives or management of the company, even in his capacity as the husband of the Director, Ms. Shagufta Yasmin in the said company. The said Director Ms. Shagufta Yasmin maintained absolute secrets about the affairs of the said company from the respondent No. 2. g. Further, the matrimonial dispute between the petitioner and the respondent No. 2 has no connections or bearing on the affairs of the said company. h. Further, on the request of the said Director, Ms. Shagufta Yasmin, the respondent No. 2 had provided a financial loan by direct transfer of Rs. 4,31,800/- from his personal account to the account of the respondent No. 1 company during the period 2016 to 2020, which is liable to be returned to the respondent No. 2 with fair and proper rate of interest and adequate compensation. The respondent No. 2 is staking his claim through this proceedings in the present matter for recovery of his said enti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company and the petitioner is having 20% share and the respondent No. 2 is having 80% share in the said company. 6. Ld. Counsel for the petitioner further submitted that since there is a requirement to send a notice of 21 days for calling an Extra Ordinary General Meeting (hereinafter referred as 'EOGM') and to avoid that, the petitioner has filed this application for seeking a direction for calling an EOGM of the Respondent No. 1 company. 7. He further submitted that since, a matrimonial dispute of petitioner and the respondent No. 2 is pending before a Court of competent jurisdiction, under such situation, the petitioner along with her son tendered their resignation from the Directorship and the statutory statements as required under the law have not been submitted and that is the reason, the petitioner has filed this application to call an EOGM of the company. 8. Although, none appeared on behalf of the respondent No. 2 but by filing the reply (in para g), the respondent No. 2 has made the following averment: "That in case this Hon'ble Tribunal issues an appropriate direction in the present petition in the interest of the stake holders including the respondent N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany as on that date carries the right of voting; (b) in the case of a company not having a share capital, such number of members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company within the period specified in sub-section (4). (3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. (4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition. (5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board. (6) A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... older, if the Board does not within twenty-one days from the date of receipt of a valid requisition, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the requisitionists themselves within a period of three months from the date of the requisition shall call and held a meeting in the same manner in which the meeting is called by the Board. 14. Therefore, in view of the aforesaid provision, we are of the considered view that the petitioner being the shareholder of the company is entitled under the law to submit a requisition to call an EOGM under Section 100(2) of the Companies Act, 2013. Apart from that it is admitted by the petitioner that the petitioner is the director of the company and the respondent No. 2 in its reply has also admitted that the resignation of the petitioner No. 1 from the post of director has not been accepted as yet and the name of the petitioner No. 1 and her son are still appearing on the website of Ministry of Corporate Affairs, as Directors in the respondent No. 1 company. So, the petitioner may even call an EOGM u/s. 100(1) of the Companies Act, 2013. 15. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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