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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 ..... f 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. 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. It is seen that there is a specific provision under the Companies Act, 2013 to call an EOGM and there is no objection on behalf of respondent No. 2 to call an EOGM under Section 100 of the Companies Act, 2013. Hence, it is not impractic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. d. It is contended by the Petitioner that although the Petitioner and her son were the Directors in the Respondent No. 1 Company, it was the Respondent No. 2 who was de-facto running the Respondent No. 1 company. The Petitioner being completely unaware of the functioning of the company, had no knowledge about various compliances as envisaged in the Companies Act, 2013. e. Further, after having received legal advice from her lawyer and understood the liability of a Director, on 09.09.2020, the Petitioner along with her son Mr. Faisal Ahmad (who were t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fter 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 his stake of 80% shares in the respondent No. 1 company. b. Further, on 24.08.2020, the petitioner and her son in their capacity as active Directors of the respondent No. 1 company, issued a letter to the banker of the respondent No. 1 company i.e. IDBI Bank, HI A/30, Sector-63, Noida, U.P. They intentionally misrepresented and misled the said bank by making a false statement that the petitioner's husband i.e. respondent No. 2 was managing the finances of the respondent No. 1 company. The petitioner had falsely alleged tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 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 entire amount of ₹ 4,31,800/- with interest and compensation as per the directions/orders of this Tribunal. The respondent No. 1 is entitled for recovery of ₹ 4,31,800/- from the respondent No. 1 company. i. Further, the respondent No. 2 has no objection, if the petitioner has approached this Tribunal for regularizing the affairs of the respondent No. 1 company with respect to convening and holding of EGM for the year 2020. j. Further, Respondent No. 2 has no concern, if the petitioner and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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 No. 2, the respondent No. 2 has no objection provided the said amount of ₹ 4,31,800/- with interest and compensation are properly secured and released in favour of the respondent No. 2 . 9. In the light of the submissions made on behalf of the petitioner and on the basis of averments made in the petition as well as in the reply filed by the respondent No. 2, we notice that admittedly the petitioner and the respondent No. 2 are the wife and husband and the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on (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) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting. (Effective from 01-04-2014) Section 98. Power of Tribunal to call meetings of members, etc. (1) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Now in the light of the aforesaid provisions, we consider the prayer of the petitioner. It is seen that there is a specific provision under the Companies Act, 2013 to call an EOGM and there is no objection on behalf of respondent No. 2 to call an EOGM under Section 100 of the Companies Act, 2013. Hence, it is not impracticable to call an EOGM of the company. So, under such circumstances instead of exe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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