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2015 (6) TMI 613 - Board - Companies LawAbsence from three consecutive Board meetings with out obtaining leave of absence - Automatic cessation under section 283(1)(g) of the Companies Act 1956 - Cessation of right to inspect the books of account - Held that:- Board Meetings dated 16.8.2012 and 19.1.2013 there is no quarrel since the Petitioners have themselves produced copy of notice of such board meetings with the petition and P-2 did not attend either of the two meetings. However so far as the Board meeting allegedly held on 13.10.2012 the notice dated 5.10.2012 does arouse suspicion and smacks of manipulation. The format of notice for Board meeting dated 16.8.2012 and 19.1.2013 is identical but the notice for Board meeting dated 13.10.2012 is in a completely different format. Notice for Board meeting dated 16.8.2012 and 19-1-2013 is sent to all Directors named in the notice while the notice dated 5.10.2012 for the Board meeting dated 13.10.2012 is addressed only to P-2 in the form of a letter. Besides, such notice is not on the letter head of the company as compared to the notice dated 8.8.2012 and 10.1.2013. The Company being a closely held company and in the peculiar circumstances of the case it can be presumed that leave of absence was normally granted without oral or written request from a director. Reliance is placed on S. Ajit Singh case [2001 (8) TMI 1372 - COMPANY LAW BOARD NEW DELHI]. Admittedly the company is a closely held company in which mutual trust prevailed between the parties up to a certain point of time and the parties resided together at Dhuri. Therefore in the peculiar facts and circumstances of the case can be safety held that there is an implied leave of absence granted to a Director who abstained from a meeting of the Board of Directors. This is further corroborated not only by the fact that the company continued sending notices of further Board Meetings after 19.1.2013 to P-2 but also granted leave of absence as prayed by P-2 on 18.4.2013. - Decided in favour of appellant.
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