TMI Blog2002 (7) TMI 813X X X X Extracts X X X X X X X X Extracts X X X X ..... nt such other reliefs as it may deem proper in the matter. 2. In pursuance to the directions issued by this Bench on 31-5-2002, the respondent has filed his reply. The petitioner-company has filed its Rejoinder. The respondent has filed his counter representation also. 3. Hearing in the above mentioned case was held on 1-7-2002. Shri N.L. Bhatia, Practising Company Secretary appearing on behalf of the petitioner-company, besides reiterating the submissions made in the petition of the petitioner-company, submitted that the respondent has been serving notices under section 284(4) of the Act for the removal of Mr. Deepak S. Parekh, director of the company from the office of the director of the company year after year since 1998, the details of which are as under : (i)The first notice was served by the respondent in the year 1998 for the removal of Mr. Deepak S. Parekh which was included in the notice of the AGM dated 6-5-1998. In the said AGM, although the respondent was present but he did not come forward even to propose the resolution and as there was no proposer or seconder for the resolution, the same was dropped. (ii)In the year 1999, the respondent again served a not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the same person, corrections were made in the computer for transfer of 7 shares into one folio bearing No. 51110. Accordingly one share each from folio Nos. 51111 to 51116 was moved into folio No. 51110. These corrections/changes were all done prior to the approval of transfer of the shares by the concerned authority of the company. The dividend warrants issued by the petitioner-company for the years 1992-93 and 1993-94 clearly indicate that only one dividend warrant was issued by the petitioner-company in respect of all the seven certificates in one folio viz., 51110 and the same were encashed by the respondent. In the year 1994, the petitioner-company announced Preferential Issue of shares of HDFC Bank Ltd. to the shareholders of petitioner-company based on the number of shares held in one folio. The shareholder of the petitioner-company who was holding shares between 1-10 shares was entitled for 100 shares of HDFC Bank Ltd. According to the said scheme, the petitioner-company offered allotment of 100 shares to the respondent s wife for 7 shares held by her in folio No. 51110. For non-allotment of 700 shares of HDFC Bank Ltd., the respondent has been agitating in various court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry evidence and the extensive and voluminous documentary evidence, in my opinion has absolute no bearing on the present suit as well as notice of the motion . In a suit No. 3629 of 2000 filed by the respondent in City Civil Court, Ahmedabad seeking injunction against the petitioner-company from holding AGM for the year 2000, the Court did not grant any relief. Shri N.L. Bhatia also submitted that since the respondent along with his wife had sought to deceive the petitioner-company to procure multiple folio numbers in order to extract an undue advantage from the petitioner-company in violation of section 68A of the Companies Act, 1956 for application in fictitious names the petitioner-company has filed criminal complaint against the respondent being CC No. 26/MISC of 2001 in the 8th Court of the Additional Chief Metropolitan Magistrate, Mumbai. The respondent has preferred an appeal before the High Court, Mumbai against the said criminal complaint alleging that there was no prima facie case against the accused and that the proceedings before the Magistrate be quashed. The Hon ble High Court refused to intervene in the matter and remanded the matter to the trial court with a di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 1998. In this connection he submits that he has these served notices on the petitioner-company in order to protect his right as a shareholder of the company and not for redressal of his grievances. He also submits that at the time of AGM in respect of the financial year 1998, although he was present but he did not move the said resolution because of writing the word in the notice incorrect and have been made with mala fide intentions , which was defamatory to his status. According to the respondent by using the word mala fide, the management of the petitioner-company wanted to remove him from the membership and hence he did not propose the said resolution. In regard to notice under section 284 given by the respondent in respect of 23rd AGM of the company which was held on 11-7-2000 and also published in the Free Press Journal dated 4-7-2000, the respondent submitted that since his mother was seriously ill, as such he could not attend the said AGM. The respondent in his reply has submitted that he, from time to time, has made several complaints against the petitioner-company in various forum and courts for doing wrongful acts and various other irregularities committed by the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rd to rectification of the Register of Members. In view of the foregoing, the respondent prayed that prayer of the petitioner-company for not publishing the notice as required under section 284(4) of the Act, may not be acceded to by this Bench on the ground that the petitioner-company is devoid of facts, misrepresentation, suppression of material facts and abuse of process of law and hence the same is liable to be rejected. I have gone through the petition of the petitioner-company, the submissions made by the Authorised Representative of petitioner-company and also the submissions made by the respondent present in person at the time of hearing. By virtue of section 284(4) of the Act, the CLB has the powers to direct a company not to circulate the notice for removal of a director if it is convinced that the provision of this section are being abused. In the present case, it is observed that the respondent has been giving notices under section 284(4) of the Act, to the petitioner-company and the petitioner-company has also published the said notices i.e., once in the newspapers and on two occasions in the notices convening the AGM, but the respondent failed to move the said r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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