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2018 (4) TMI 1248 - Tri - Companies LawValidity of EOGM - defective notice - forfeiture of shares questioned - Held that:- Notice has to be construed in a realistic business-like manner and if it satisfies the essence of section 173(2) of the Companies Act, the meeting should not be invalidated on the technical ground that the notice has not complied with section 173(2) of the Companies Act. The court further observed that ‘if the shareholder is aware of the material facts pertaining to the transaction to be carried out at the meeting, he cannot reasonably complain of any insufficiency of notice’. Thus, the decision taken in the light of para 8 of the Articles of Association by the majority of the shareholders of the 1st Respondent in EoGM held on 08-12-2011 does not appear to have been suffering from any illegality. The sole object of filing the petition by the petitioner is to stop the forfeiture of 2,967 shares held by her in the 1st Respondent Company, and the petitioner did not refund ₹ 8 Lakhs paid to Vanika Vaisya Trust through Cheque No.8107 dated, 07-12-2001 from the accounts 1st Respondent Company. The petitioner has not come with clean hands for seeking reliefs under Sections 111, 397, 398, 402, 403, 406, 408, 237 read with Schedule XI of the Companies Act, 1956. Therefore, the petitioner a not entitled to any of the reliefs prayed for. This view is fortified with the ruling given in Sri Kanta Datta Narasimharaja Wadiyar v. Venkateshwar Real Estates (P.) Ltd. [1989 (4) TMI 268 - HIGH COURT OF KARNATAKA] wherein it has been held that one who seeking equitable relief must come with clean hands and good conduct, failing which he would constitute a gross abuse of the process of Court and is not entitled for any relief under Sections 397 & 398 of the Companies Act, 1956
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