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2013 (5) TMI 574 - DELHI HIGH COURTAppeal u/s 10F – Appeal against order of CLB – Declaration of Board meeting of WPIPL, as null and void - CLB held that, since there were only three shareholders and all of them were also Directors, the holding of the Board meeting in the absence of a party who had an affirmative vote was in violation of the JVA. Consequently, the Board meeting was held null and void and a direction was issued to hold a fresh Board meeting. There were two grounds on which the CLB proceeded to interfere with the decision of the Board meeting. First ground was that the decision could not have been taken without the affirmative vote of WPIGI. The other ground was that the notices of the Board meeting were issued at a time when the Respondent was not in the country and was stuck in New Jersey, USA, which was admittedly hit by a hurricane. While the notice was properly delivered to the Respondent, its request for adjournment of the meeting could have been easily accommodated by the Appellants. Nevertheless, they went ahead and held the meeting. Respondent/WIPGI also filed petition before the CLB u/s 397 and 398 of the Act read with Sections 402, 403, 406 & 408 thereof was that the AGM of the company for the financial year ended 31st March 2010, which ought to have been held on or before 30th September 2010, was not so held. Held that:- The Board meeting was held pending the decision of the CLB on the main petition u/s 397 of the Act filed by the Respondent. Therefore, the validity of any of the decisions taken subsequent to the transfer will depend on the outcome of the final decision in the petition u/s 397 of the Act filed by the Respondent/WPIGI. It is considered appropriate to direct that the interim order passed by this Court on 12th December 2012 to the effect that the resolution passed in the fresh Board meeting "shall not be given effect" is directed to continue for another period of eight weeks or till such time the CLB passes a final order in the petition filed by the Respondent, which decision, in any event, should not be later than 12 weeks from today. If for some reason, the CLB is unable to pronounce its final order in the petition within twelve weeks then, it will be open to either party to approach this Court. In that event, the interim order passed by this Court will continue till further orders are passed by this Court. It is clarified that this Court has not expressed any opinion on the principal contentions of the parties on the other issues which will be examined by the CLB on merits.
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