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2017 (5) TMI 1226 - Tri - Companies LawValidity of notices of the Board meetings and the EOGM - oppression and mismanagement - appointment of directors - Held that:- For vacation of office of Director under section 283(g), notices of the meetings which the director is alleged to have not attended is must. Vacation on the ground that the director failed to attend three consecutive meetings is invalid, if the meetings were not validly held. Since the meetings held without notice, those are not valid. The appointment of Ms. Mridula Gupta, respondent No. 3, as Additional Director vide Board meeting dated 11-04-2013 and resolution thereat are illegal and void; The removal of Mr. Rajnandini Pachisia, (Petitioner No. 2) vide Board meeting dated 21-05-2013 and the resolution thereat, are illegal and void; The appointment of the respondent No. 4, Mrs. Priyanka Gupta and the respondent No. 5, Miss Kashmira Gupta as additional Directors vide Board meeting dated 20-04-2013 and the resolution thereat, are illegal and void; and The removal of the petitioner No. 1, Shri Shyam Saran Gupta by way of EOGM dated 03-09-2013 and 03-10-2013 and the resolution thereat, are illegal and void; and Any other act/acts done by the respondent(s) in pursuance of the Board meeting and EOGM dated 11-04-2013, 20-04-2013, 24-04-2013, 21-05-2013, 03-09-2013, and 03-10-2013 respectively are bad in the eye of law and hence, hereby declared null and void. Further, the respondent No. 2 is hereby directed not to cause any hinderance in restoration of original position of the petitioner Nos. l and petitioner No. 2. This order is hereby concluded directing the respondent Nos. 1 and 2 to give effect to the cancellation of the appointment of the Respondent No. 3 to 5 as Additional Directors and to restore the petitioners as Directors of the company and the same shall continue till either of the parties will have fair exit from the company.
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