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2017 (8) TMI 624 - Tri - Companies LawWrongful acts and conducts of suppression and mismanagement - Omission to serve notice for the meetings - Whether convening meetings for increasing the share capital of the Company, allotment of fresh shares, alteration of Memorandum of Association and Articles of Association of the Company and the appointment of the two directors to the Board of Directors as whole-time Directors of the Company, amount to oppression against the Petitioners? - Held that:- Omission to give notice of meeting was held to be oppression. Not sending notices to shareholders/directors and passing resolutions therein is held oppressive to members and constitute mismanagement of Companies. Moreover, the Respondents claim to have served the notice to the Petitioners through “Certificates of Posting”, and it is their case that the Petitioners despite being in the know of the meetings chose not to attend the same. However, the Petitioners contend that they were never notified about the meetings that were held to pass the aforementioned resolutions and therefore the meetings were convened in violation of the Companies Act, 1956. Section 97 of the Companies Act, 1956 contemplates notice of increase of share capital or of members. Serving of notice to members for general meetings is mandatory under all circumstances. Even though the Petitioner had apparently been notified of all the meetings and the ongoings of the Company, which are evident only through “Certificates of Posting”, the Petitioner failed to attend any of the meetings. Moreover, since the Petitioner, until the share capital was increased, was the holder of 49% shareholding in the Company, no special resolutions could have been passed without his participation and vote on the same. Therefore, it is concluded that there is a clear case of oppression against the Petitioner. The meetings that were convened by the Board of Directors have not been properly notified to the Petitioner and resolutions therein were passed in absence of the vote of the Petitioner thereby constituting statutory violation. Also notices that were allegedly served by the Respondents onto the Petitioner were not proper. The reason for the same being that, the alleged notice, for the meeting that was held on 18th February, 2010, was stated to have been sent by the Company on the same day from Ranchi which was the date of the board meeting on 18th February, 2010. Moreover, after the alleged meeting of 18th February, 2010, another board meeting according to the Respondents was held at Kolkata on 19th February, 2010, notice of which was sent on the same day 19th February, 2010 to the shareholders of the Company. Therefore, issue nos. 1 and 2 are conclusively decided in affirmative in favour of the Petitioner.
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