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2018 (7) TMI 56 - Tri - Companies LawEOGM eligibility - actions taken by the illegally constituted Board of Directors/EOGM - Held that:- Allegation is totally devoid of substance since there are unquestionable materials on record to show that the proceeding in hand was initiated well within the time. Moreover, it is not correct to say that the proceeding under consideration suffers from defect of parties. Both the parties assailed the case of opponent on some other grounds too. But since the Board Meeting held on 10-03-2016 and the EOGM, held on 23-03-2016 are found to be wholly illegal and unsustainable in law, which make all subsequent actions/deeds, done by unlawfully constituted Board equally illegal, I find it redundant to consider all other disputes, aforementioned. (a) All the meetings of the Board of Directors with all the resolutions passed in such Meeting w.e.f. March, 2016 onwards are illegal, null and void; (b) All resolutions, passed in the Extra Ordinary General meeting, held on 23/03/2016 are illegal, null and void; (c) The appointment of R-3 as Whole Time Director as well as Director and the appointment of R-4 as Director of the R-1 company are also declared illegal and bad in law (d) Petitioner No.1 and Petitioner No.2 are restored to the position which they occupied as on 09th March, 2016. (e) The BOD of the R-1 company is restored to the position as it was on 9th March, 2016. (f) All the acts and deeds done by the company after 10-03-2016 including all the communications done by the R-1 company with ROC and other authorities are also declared null and void. (g) All the acts and deeds done by the company after 10-03-2016 with 3rd Parties are protected from becoming illegal and void for their dealing with an illegally constituted Board of Directors of the Company. (h) The parties hereto are left to bear their own cost. (i) The Board, so restored to the position as it was on 09-03-2016, is directed to resume its business immediately and that too in accordance with prescriptions of law and Rules framed thereunder.business immediately and that too in accordance with prescriptions of law and Rules framed thereunder.
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