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2017 (11) TMI 487 - HC - Companies LawRemoval from the Directorship of the Company - obligation to disclose the reasons for removing a person from Directorship of a Company prior to the EGM where such proposal is to be considered - Held that:- In our view, no manner of doubt can remain, that the reasons for removal of Plaintiff No 1, in the present case, were required to be communicated, or made known, to her, only before the proposal, for removing her from office as Director of the Company, was taken up at the EGM. A notice under Section 100, were it to be issued, could not have been injuncted by the Court. If the notice which might possibly have been issued, consequent to the decision taken at the meeting to be held on 26th August 2017, was itself immune from interlocutory interdiction, we fail to understand how any interiminjunction, staying the operation of the notice dated 8th August 2017, or the decision to be taken at the meeting dated 26th August 2017, could be granted. At the cost of repetition, it needs to be emphasized that no decision, towards removal of Plaintiff No.1 from the Directorship of the company, was to be taken, this way or that, at the meeting to be held on 26th August 2017. The interests of Plaintiff No.1 were not, therefore, in any way prejudiced by the notice dated 8th August 2017, so that the very maintainability of the application for ad interim injunction filed by her was questionable. As such, the notice dated 8th August 2017, in our opinion, was not a notice under Section 100 of the Act at all, and the learned Single Judge has, therefore, clearly fallen in error in regarding as it one. No occasion, therefore, for granting any protection against such notice could be said to have existed. The notice, which was innocuous in terms, did not pose any threat, by itself, to Plaintiff No.1 as would justify ad interim protection from the Court. Nothing really turns on the issue of whether the communication dated 8th July 2017 was a Special Notice or a Requisition, as the decision to convene the EGM would be relatable to sub-clause (1) rather than sub-clause (2) of Section 100 of the Act. We may, however, in passing, note that no specific form or format of a “requisition” is prescribed in the Act, or in any cognate legislation, so that any document issued by the requisite member of Directors as specified in Section 100(2) of the Act (which calls for convening of an EGM) would be eligible to be styled as a “requisition”. It does not appear to us, that the expression “requisition” is a term of art, as used in Section 100 of the Act. We allow the present appeal, and set aside the impugned order, dated 11th September 2013, of the learned Single Judge. Resultantly, the notice dated 8th August 2017 would stand revived, and it would open for the Board to meet, as contemplated therein, to decide on whether, or not, to convene an EGM for considering the proposal to remove Plaintiff No. 1 from Directorship of the Company. On whether such EGM should, or should not, be convened, and whether the proposal to remove Plaintiff No. 1 from Directorship of the Company, is justified or not, we, needless to say, express no opinion.
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