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2019 (9) TMI 1385 - NATIONAL COMPANY LAW TRIBUNAL — CHENNAI BENCHRectification of register of members - removal of name of members from the register - Failure by a company to convene its annual general meeting - section 129 of Companies Act - Whether the respondent/MRC is legally entitled to remove the names of the members, from the register of members, entered without sufficient cause? HELD THAT:- It is well-settled legal position that it is open to the club to rectify its register of members without seeking an order from this Tribunal provided the names of the persons claiming to be the Members have been entered into the register "without sufficient cause". Here it is fully established that the intervenors'/objectors have not complied with the basic requirements for becoming the members of the club, they could not be treated as such on the basis of the bills, receipt of payments made towards the facilities enjoyed in the club, account statement held with the club, reminder letter sent for payment of bills, the notices issued by the MRC. The objectors have no right to enjoy any of the facilities of the club and take part in the annual general meetings on extraneous pleas. Therefore, the plea taken by the intervenors'/objectors is devoid of merits and stands rejected. The question is decided in favour of the club and against the intervenors'/objectors. However, this Tribunal cannot lose sight of the real controversy involved in the matter, i. e., the names of hundreds of persons have been entered in the register of members of respondent/MRC "without sufficient cause" and their names need to be removed from the register of members before any notice is issued to genuine members of the club for participation in the annual general meetings. It is noted that in order to determine the genuineness of the membership of the persons, whose names are entered in the register of members "without sufficient cause", three enquiries have been conducted, i. e., first, by M/s. Brahmayya and Co., second, by the hon'ble justice Mr. P. K. Sivasubramaniam, and third, by this Tribunal - In all the enquiries conducted, 635 persons failed to prove the genuineness of their membership. The prayer made in the present application is for seeking direction to respondent/MRC for holding the annual general meetings, on the ground that the club defaulted in holding the annual general meetings under section 96 of the Companies Act, 2013. However, the respondent/MRC has contended that the annual general meetings could not be held for valid and genuine reason, as the club has taken a decision to conduct an audit to determine the correct list of members, to whom the notice is to be issued for holding the annual general meetings. The present application is also treated as an application/appeal under section 59 of the Companies Act, 2013 and the respondent/MRC is hereby directed to rectify the register by removal of the names of 635 persons from the register of members of the club - Petition allowed.
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