TMI Blog1979 (10) TMI 144X X X X Extracts X X X X X X X X Extracts X X X X ..... cation is by Mohan Lal Mittal, the eldest brother of the Mittal family, and his sons as petitioners and the respondents are Indra Sen Mittal and the group of brothers and persons supporting him and the other directors of the company who are merely relatives, friends or stooges of the Mittal family. The petitioners allege in para. 8 of the petition that they themselves along with another son of Mohan Lal Mittal, Sri Laxmi Niwas Mittal, hold 1/10th of the issued and subscribed capital of the respondent-company, Southern Steel Ltd., and, therefore, they are qualified under section 399 of the Companies Act, 1956. The allegations which are the basis of the present application under sections 397 and 398 of the Companies Act, 1956, are that the meeting fixed to be held on the 14th of May, 1976, could not be attended to by the petitioners and was not held due to want of quorum. It is alleged that the said meeting was adjourned till 16th of May, 1976, and was held without any notice to the petitioners that the meeting was fixed on the 16th of May, 1976, and the alleged meeting on the 16th of May, 1976, was held at Hyderabad and various resolutions were passed. The next allegations are tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent-company at No. 8, Old Post Office St., Calcutta. The respondent duly answered the said allegations alleging that the petitioners have no right to ask for postponement of the meeting to be held on the 14th of May, 1976. The said meeting was attended by respondent No. 3, Indra Sen Mittal, and respondent No. 5, R.K. Mittal, but it was adjourned due to lack of quorum till 16th of May, 1976, and the adjourned board meeting was duly and lawfully held on the 16th of May, 1976. It was further submitted by the respondents that no notice is required to be given for any adjourned meeting either under the Companies Act or under the articles of association of the company. The respondents denied the validity and legality of the purported notice to convene a meeting of the board alleged to be held on the 31st of May, 1976, issued by the alleged secretary, V.S. Modi. Respondent No. 5, R.K. Mittal, also denied that any paper and document has been taken away by him as alleged. The respondents, in my view, rightly submitted that the company being financed by the Andhra Pradesh State Financial Corporation was committed to shift its registered office from Calcutta to Hyderabad where admit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o all the directors intimating postponement of the meeting to be held on the 14th of May, 1976, due to unavoidable circumstances. It is not understood how a director has the power individually to postpone a meeting duly convened by the company and the said right was duly disputed by respondent No. 5, R.K. Mittal, by a letter dated the 8th of May, 1976. On the 11th of May, 1976, the said R.K. Mittal, respondent No. 5, who is admittedly the whole-time director of the respondent-company intimated the directors the supplementary agenda to be taken up in the meeting to be held on the 14th of May, 1976. Thereafter, the meeting scheduled to be held on the 14th of May, 1976, could not be held due to lack of quorum and it was adjourned till 16th of May, 1976. The whole dispute in this application turns on the question whether any fresh notice of the adjourned meeting was necessary to be given to the directors and it appears to me from the provisions of the Companies Act, 1956, and the articles of association of the company that for an adjourned meeting no fresh notice is necessary and, therefore, in my view, the meeting held on the 16th of May, 1976, appears to be legal, valid and according ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istered offices of the companies were situated in Calcutta and now there is a split in the Mittal family. The said Mohan Lal Mittal, the eldest brother, his sons and their stooges and relatives have formed a group whereas Inder Sen Mittal and R.K. Mittal and their relatives have formed another group and the spate of litigation has started making reckless allegations against each other. Serious comment was made by the petitioners for whom Mr. Nag appeared and with his usual force and thoroughness tried to make a point of the transfer of service of the secretary to Hyderabad and shifting of the administrative office at Hyderabad. In the facts and circumstances of this case, in my view, those acts cannot constitute any oppression or mismanagement in any way whatsoever. On the other hand, it appears to me that those acts on the part of respondent No. 5, R.K. Mittal, as the director-in-charge of the respondent-company, appears to be conducive to the best interests of the company and its shareholders. Further, I do not find any substance in the submission of Mr. Nag that the adjourned meeting held on the 16th of May, 1976, pursuant to the notice dated 3rd of May, 1976, issued by the said ..... X X X X Extracts X X X X X X X X Extracts X X X X
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