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2022 (8) TMI 322 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , CHENNAI BENCHRestraint on Appellants from acting upon or giving effect to any resolution passed at the EGM held on 25.01.2022 till the disposal of the Company Petition - whether the right of the shareholders calling the EGM of the Company in view of the statutory right enshrined in the statute can be interfered with by the Tribunal? - HELD THAT:- In the present case, the requisitionist/shareholder i.e. SGAH admittedly holding 77.04% of shares in SACL, has every right to issue a notice calling for as EGM as per Section 100 of the Companies Act, 2013. However, the Respondents have rejected the requisitionist request on 17.12.2021 on the ground that the Director Mr. Yeap is not authorised to requisition EGM on behalf of SGAH. And the Aapico cannot seek to enforce Singapore Award until Madras High Court uphold its validity and the Aapico cannot unilaterally take law into their own hands. As per the provisions of Section 100(4) of the Companies Act, 2013 if the Board does not within 21 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 45 days from the date of receipt of such requisition the meeting may be called and held by the requisitionists themselves within a period of 3 months from the date of the requisition. Failing to call the meeting by the SACL Board, the requisitionist itself convened a meeting of EOGM on 25.01.2022 is in accordance with law - In the present case, the Learned NCLT passed the impugned order restraining the Appellants in giving effect to any resolutions that was passed at the EGM held on 25.01.2022 till the disposal of the Company Petition, in our view is without any proper analysis and no finding recorded with regard to how the outcome of the resolution / decision is prejudicial to the public interest or the company at large. The Learned NCLT merely recorded the pending proceedings before the Hon’ble High Court of Madras and UK Court. The NCLT ought to have seen that whether the requisitionist has right to call for an EGM in accordance with law or not. Admittedly, the 3rd Appellant holding 77.04% of shareholding in SACL. This Tribunal is of the view that the right exercised by the requisitionist is in accordance with shareholder agreement dated 29.09.2018 and in accordance with Articles of Association of the SACL. This Tribunal in unequivocal terms hold that validly passed resolution cannot be stayed. This Tribunal comes to an irresistible and inescapable conclusion that the impugned order passed by the Learned NCLT dated 29.03.2022 in CP No. 25/2022 is hereby set aside - Appeal is allowed with a request to the Learned NCLT to dispose of the CP No. 25/2022 within a period of one month from the date of receipt of copy of this order.
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