9911796707
TMI Blog2022 (2) TMI 255X X X X Extracts X X X X X X X X Extracts X X X X ..... he submissions made by the Petitioners are admitted since the non-compliance of statutory requirements were not made due to inadvertent omission, which they undertakes to correct when the next Extra Ordinary General Meeting is held. It is also stated that the requisitionists sought an amendment of their requisition dated 14.01.2020. However, the company denied the request and refused to conduct the EoGM. Hence, the Extra Ordinary General Meeting slated on 28.02.2020 did not take place. Section 98 provides that if for any reason it is impracticable to call a statutory meeting or an Extra Ordinary General Meeting according to the provisions of the Act or the articles, the Company Law Board (now NCLT) 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 the meeting, direct the calling of a meeting and give necessary directions therefor. Hence, either a director or a member of the company entitled to vote at the meeting can file an application under Section 98 - there is no dispute as to whether the applicants are shareholders of the company in view of the fact that the respondents have not refut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Extraordinary General Meeting already called by the Respondent-Company as per Annexure A-6 is irregular, improper and invalid in law; To direct the Board of the Respondent-Company on receipt of a valid requisition from its members to fix the date, time, and venue of the Extraordinary General Meeting and to comply with the statutory requirements in respect of the notice of the meeting as per Section 101 and special notice under Section 115, the quorum required for the meeting., requirements in respect of resolutions coming under special business and of separate resolutions to be passed as per Section 162(1) of the Companies Act, 2013 for appointment of directors to the Board in the respective vacancies caused by the removal of the existing directors; 2. The case of the Petitioner is that the 1st Respondent-Company is a Board Managed Company and as per Clause 70 of the Articles of Association of the Company, the number of directors shall not be less than 5 and not more than 7 and the total number of directors excluding Ex-officio/nominee directors appointed by Kerala Financial Corporation and Government of Kerala shall not be less than 5 and not more than 9. Therefore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... intment and Qualification of Directors) Rules, 2014. No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under Section 154. The date of appointment cannot be either prospective or retrospective in nature or kept uncertain. Hence, without Director Identification Number, no person can be appointed in a General Meeting of the Company or by the Board of the Company as Additional Directors or as Director in a casual vacancy without obtaining the Director Identification Number. 5. In the case of each directors sought to be removed, the special notice should show the intention to move such a resolution and shall be given to the Company by such number of members holding not less than 19% of the total voting power or holding shares on which such aggregate sum not exceeding ₹ 5,00,000/, as may be prescribed, has been paid up and the Company shall give its members notice of the resolution in such manner as may be prescribed under Section 115 of the Companies Act, 2013. The Respondent Company under Rule 23(3) of the Companies (Management and Administration Rules, 2014, after receipt of the Special notice, is bound to g ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... new directors, in the meeting held on 30.9.2019 is not contested. However, the respondents stated that they are not M. Mohammed Ashraf and Ranjeesh as contended in the petition, but they are Mr. P. Krishnan and Mr. C. Prakasan. 9. The averments regarding the receipt of a requisition by 49 shareholders on 14.1.2020 is also admitted. The folio numbers or the share certificate numbers with distinctive numbers of the shares held by those who made the requisition are not there in the requisition letter is also admitted. The respondents stated that due to an inadvertent oversight, the Company omitted to take note of this defect before issuing notice for convening an Extra Ordinary General Meeting of the company on 28.2.2020. It is also stated that the requisition does not contain the declaration of the proposed directors that they are not disqualified to become directors of the company. The consent from the proposed directors or the details of the Directors identification Number as contemplated under Section 153 of the Companies Act were also not available. These essential requirements were omitted to be noted by the Company when it decided to issue Annexure A6 notice to convene an E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the present directors of the Company as per latest Annual Returns viz. e-form MGT-7 for the Financial year ended 31.03.2020 filed by the company. 14. The 1st Respondent Company has not filed any e-form MGT-14 with Registrar of Companies, Kerala for the resolutions passed in AGM held on 30.09.2019 under Section 94(1), 117(1) of the Companies Act, 2013 for the appointment of Shri Mohammed Ashraf M. and Shri Ranjeesh as Directors of the Company. The company also has not filed e-form MGT-14 for the resolution passed in the Extra Ordinary General Meeting held on 28.02.2020. The name of Shri Mohammed Ashraf M. and Shri Ranjeesh is also not appearing in the Annual Returns (e-form MGT-7) filed for the Financial Year ended 31.03.2019. 15. We have carefully perused the pleadings submitted by both sides and have heard the learned Counsel for the Petitioner and Mr. Ramesh, AROC, who appeared through V.C. We did not have the benefit of hearing the arguments of Respondent No. 1, even though Shri V.V. Surendran, advocate filed Vakalath for them and filed a counter. 16. On 02.03.2020 this Tribunal directed the Respondent Company to maintain status-quo as of that day regarding the composit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles of the company, the Tribunal may, either suo motu or on the application of any director or member of the company who would be entitled to vote at the meeting,- (a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit; and (b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying or supplementing about the calling, holding and conducting of the meeting, the operation of the provisions of this Act or articles of the company: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held, and conducted in accordance with any order made under sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted. 21. Section 98 provides that if for any reason it is im ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
