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2021 (7) TMI 565 - Tri - Companies LawEntitlement and eligibility to seek direction for calling an Extra-ordinary General Meeting in the Respondent Company by this Tribunal - Section 98 of the Company Act 2013 - HELD THAT:- Under Section 98 of Companies Act, 2013, Tribunal may either Suo motu or on the application of any director or member of the company may exercise its power, only if; for any reason, it is impracticable to call a meeting of a company, other than an annual general meeting - Whereas a bare perusal of the provision of Section 100 of the Companies Act 2013 shows that the board may whenever it deems fit may call an extra ordinary general meeting of the company under Section 100(1) of Companies Act, 2013 - Apart from that provision, even a shareholder under Section 100(2) of Companies Act, 2013 may send a requisition to call an EOGM and in view of Section 100(4) of the Companies Act, 2013, on the requisition of the shareholder, if the Board does not within twenty-one days from the date of receipt of a valid requisition, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the requisitionists themselves within a period of three months from the date of the requisition shall call and held a meeting in the same manner in which the meeting is called by the Board. The petitioner being the shareholder of the company is entitled under the law to submit a requisition to call an EOGM under Section 100(2) of the Companies Act, 2013. Apart from that it is admitted by the petitioner that the petitioner is the director of the company and the respondent No. 2 in its reply has also admitted that the resignation of the petitioner No. 1 from the post of director has not been accepted as yet and the name of the petitioner No. 1 and her son are still appearing on the website of Ministry of Corporate Affairs, as Directors in the respondent No. 1 company. So, the petitioner may even call an EOGM u/s. 100(1) of the Companies Act, 2013. It is seen that there is a specific provision under the Companies Act, 2013 to call an EOGM and there is no objection on behalf of respondent No. 2 to call an EOGM under Section 100 of the Companies Act, 2013. Hence, it is not impracticable to call an EOGM of the company. So, under such circumstances instead of exercising power under Section 98 of the Companies Act, 2013, it is deemed proper to direct the petitioner to call an EOGM of the company as per the provision contained under Section 100 of the Companies Act, 2013. The prayer of the petitioner to call an EOGM of the company under Section 98 of the Companies Act, 2013 is hereby rejected and the petitioner is hereby directed to take appropriate steps to call an EOGM in accordance with the provision of Section 100 of the Companies Act, 2013 - Application disposed off.
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