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2015 (6) TMI 1146 - Board - Companies LawApproval of Bench to holding Extraordinary General Meeting u/s 186 of the Companies Act, 1956 - Held that:- On hearing the submissions and pleadings of the Petitioner Counsel, it appears that there are two shareholders in the Respondent Company, one is the Petitioner holding 99.99% shareholding in the company, another is Mr Jeifrey Waterous holding one share in the company, he resigned from the company as director in the year 2011 itself and since then he is not available for attending any meeting of the company. It needless to say one member cannot be situated quorum to hold general meeting, therefore, it can be said that it has become impracicable to hold general meeting of Respondent Company, then the only recourse available to the Petitioner to hold Extraordinary General Meeting (except ACM) in the company is invoking jurisdiction u/s 186 of the Companies Act, 1956. It is evident under section 186 of the Act 1956, when it is impracticable to hold General Meeting. then any member or director can take recourse under this section to call a meeting of a company other than annual general meeting with the leave of 18. Here, in this Company, no directors are continuing, there is only one shareholder, who ordinarily cannot hold meeting without approval of CLB. Hence, CLB, invoking jurisdiction under section 186 of the Companies Act, 1956, holds that the petitioner alone shall be deemed to constitute a meeting, and authorises the petitioner to call. hold and conduct EoGM on 21.7.2015 at 4.00 PM. As to other reliefs, CLB need not give any special direction for the appointment of Directors as mentioned in relief (a), because EoGM can take a decision with the powers it has, for which CLB need not give any directions.
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