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2019 (7) TMI 1849 - NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCHSeeking for directions from this Court for convening a general meeting of the company on requisition made by its shareholder - Section 98(1) and 100 of the Companies Act, 2013 - HELD THAT:- In the present case, it appears that the respondent company not only modified the proposed agendas of the requisition but also proposed a different date to convene such meeting. Such action on the part of the respondent company is contrary to law. The contentions that the proposed resolutions may run contrary to the Joint Venture Agreement or it may disturb equities against the respondent group of members is not legally sustainable as even an agreement entered between the parties cannot prevail upon the statutory power conferred to its shareholders. For convening AGM or EGM nor it can fetters right of the shareholders nor can be estoppel to them to exercise their statutory right to vote and pass necessary resolution in such AGM. The Board of Directors of the respondent company is directed to proceed forthwith to call an Extra Ordinary General Meeting of the members of the respondent company in terms of the requisition dated 20.12.2017 issued by the petitioner. The Board of Directors of the respondent company shall proceed to call the EGM for considering matters specified in the requisition notice dated 20.12.2017 within 30 days from the date of receipt of an authentic copy of this order by prescribing minimum 21 days' notice to its all shareholders. It shall not be convened beyond 45 days from receipt of this copy of this order without having express permission of this Court - In the event the Board of Directors does not proceed to call for the EGM within the time stipulated in this order, it shall be open to the petitioner/ shareholders to convene that hold EGM themselves in another 45 days. Thus, such meeting shall be convened thereafter within a period of three (3) months from the date of receipt of an authentic copy of this order and then such meeting as held by the shareholders / petitioner shall be deemed to be a valid EGM of the respondent company. The interim direction(s) issued, if any, by this Court stands modified suitably and merged with the present order. Other interim order/ direction(s) passed, if any, in the present company petition stands vacated and merged with the present order - Petition is allowed conditionally.
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