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2021 (12) TMI 1279 - Tri - Companies LawSeeking rectification of register of members of the Company - Seeking to declare that all the resolutions passed by the superseded Director Board enlisting R2 to R20 as new members of the Company are ultra vires of AOA of the Company - seeking to declare that the enrolment of Respondent No. 2 to 20 as members of the 1st Respondent Company violates the Articles of Association of the Company hence illegal - seeking to rectify the register of members of the Company - HELD THAT:- It appears from the Articles of Association that the number of members can be increased only up to 500 if the general meeting is of the opinion that it is necessary to add more members for the activities of the Company. From the minutes of the meeting of all general meetings held from 01.01.2013 to 05.11.2018 that any of the general meetings of these periods found it necessary to enlist more members for the activities of the Company or authorized the Director Board to enlist new members. We are also agreeable to the contention of the Administrator appointed to carry out the functions of the Company, that the Director Board has no authority or power to enroll new members without the sanction of the General Meeting. The resolutions passed to enroll Respondent Nos.2 to 20 as members, it is not stated that the General Meeting had been held and authorized the Director Board to enlist new members. Even though the Respondents stated that they have inducted the new members with the approval of the Board, they have not produced any record to show that this was approved by any General Body of the Respondent Company, which is mandated under the Rules/Articles of Association of the Company. It is declared that enrolment of R2 to R20 as members of 1st Respondent Company was done in clear violation of the Articles of Association of the Company. As such they are directed to be removed from the Register of Members of the 1st Respondent Company and rectify the Register of Members accordingly and file appropriate documents before the Registrar of Companies, Kerala without delay, at any rate within a period of one month from the date of receipt of this order - The appellant has a strong case in the instant appeal - appeal allowed.
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