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2013 (1) TMI 307 - Board - Companies LawDirections for the purpose of holding and conducting such General Meeting of the shareholders - petitioners are 75% shareholders of the issued, subscribed and paid-up share capital of the company - in EOGM held on 3rd November, 2006 resolutions passed for removal of some directors - petition against order stating that the power to order the convening of AGM of the company is vested with the CIS under section 186 of the Companies Act, 1956 - Held that:- The power to order for convening of meeting lies with the Company law Board under section 186 of the Companies Act, 1956.If for any reason it is Impracticable to call, hold and conduct meeting of a company, the power is vested with the Company law Board to pass order to call, hold and conduct the meeting of the company in such manner as the Bench thinks fit. The Company Law Board has been further empowered to give such ancillary or consequential directions as the Bench thinks expedient including directions modifying or supplementing in relation to the calling, holding and conducing of the meeting, the operation of the provisions of this Act and of the company's articles - Thus when convening of extraordinary general meeting in terms of provisions of section 169 fails or meeting does not take place for any reasons and/or it is not practicable, only then provisions of section 186 can be invoked. Where convening of the extraordinary General Meeting in terms of the provisions of section 169 fails or the meeting does not take place for any reasons and/or it is not practicable, only then the provisions of section 186 comes into play, and can be invoked. The petitioner was required to make compliance of section 169 by undertaking the entire exercise afresh before filing the instant petition. It seems that the petitioner is relying upon the earlier compliance made in the year 2006, when the dispute arose. Such compliance cannot be said valid as the outcome of the same are already under challenge, in the civil suits pending before High Court. Therefore, the respondents has rightly argued that the petition is bad for non-compliance of section 169 - petition is liable to be dismissed.
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