Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2019 (12) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2019 (12) TMI 1068 - HC - Companies LawMaintainability of petition - memebership in a club - permanent membership sought, as petitioner is son of a permanent member - whether the EGM ought to be permitted to be held? - HELD THAT:- The holding of a EGM is inherent for the functioning of any company including the Respondent Club. All decisions regarding the manner in which the Club is to be run first vests with the members and then the governing bodies. The Court’s intervention ought to be minimal. Unless there is complete perversity or fraud or illegality in the functioning, there ought to be no interference. Moreover, the entertaining of a petition at the instance of a person who is not a member is a serious issue of maintainability that will have to be determined by the Court. Whether prior approval by the Government is required for placing the amended MOA and AOA before the EGM? - HELD THAT:- Whenever the EGM is conducted, the members who are present would be considering the amendments which are proposed and the EGM would pass a resolution, amending, modifying, excluding or adding clauses to the MOA and AOA. After the EGM passes a resolution, the final MOA and AOA would become available to the Club and the Club would then have to submit the same for approval to the Ministry of Corporate Affairs, under Section 8(4) the Companies Act, 2013 - The Explanatory Statement is clear that once the Resolution is passed by the EGM, the same shall be submitted for approval. If the MCA directs any modification or other change in the MOA and AOA, the Resolution shall stand modified accordingly. Thus, it is only after the amended MOA and AOA is approved by the MCA that the amended MOA and AOA would come into effect. The Club is quite clear in its stand that it first places the MOA and AOA before the EGM, after which, it would be seeking approval of the Central Government. Once the EGM’s approval is received and approval is sought from the Central Government. The Government is to look into the entire issue, including the issue of membership etc. - Application disposed off.
|