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2015 (7) TMI 663 - Board - Companies LawCharges of oppression and mismanagement - Application u/s section 397 and 398 of the Companies Act, 1956 - Notice of EGM not issued to all shareholders - Held that:- I am of the view that the holding of the EGM on 19.08.2004 is invalid and illegal on the ground that the petitioners have not issued notices for convening the meeting to all the shareholders of the company except informing orally to the shareholders who supported the petitioners cause. The petitioners failed to establish that they have issued notices to all the shareholders for the EGM held on 19.08.2004. As held supra that the meeting is invalid and illegal and even as per the articles the petitioners cannot claim to be a Chairman and Managing Director and Governing Director for life as the privilege was given only to late Shri K. Venkatswamy. As per Article 19 of the articles the company shall take a decision to appoint any other person to be the governing or managing director of the company. The respondents admittedly holding majority shares in the paid up share capital of the company issued a notice for convening EOGM of the company and the petitioners convened the meeting on 12.01.2006 and did not participate in the meeting. The petitioner himself filed a suit bearing O.S No.6/2006 before the Civil Judge at Arsikere against the respondents along with an application seeking temporary injunction from conducting the meeting dated 12.01.2006. The Civil Court refused to grant injunction and the suit was dismissed on 12.03.2006. The meeting which was held on 12.01.2006 is legal and valid. - The petitioners have not made out any case either on oppression or on mismanagement and the petition is liable to be dismissed.
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