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TMI Blog2015 (6) TMI 613X X X X Extracts X X X X X X X X Extracts X X X X ..... on account of abstaining from attending 3 consecutive Board Meetings without obtaining leave of absence from the Board of Directors" 2. Admittedly P-2 Mr. Ravi Nandan Goyal was appointed as a Director in M/s Aar Kay Chemicals Pvt. Ltd. [henceforth "R-1 company"] on 19.3.1998 whereas R-2 Mr. Vijay Goyal and R-20 Mr. Shiv Kumar Goyal were appointed as Director on 27.8.1999. On 27.11.2013 the statement on admission by the learned counsel appearing for the company and Co-respondents was recorded that P-2 and R-20 continued to be Directors in the company. A perusal of the order dated 27.11.2013 depicts that on such date learned counsel never Intended to dispute the right of inspection of P-2 on the ground u/s 283 (l)(g) of the Act but solely q ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of law automatically vacates his office u/s 283(1)(g). Learned counsel argued that even if section 283(l)(g) of the Act is held to be inapplicable in the facts of the present case the respondents reserved their right to oppose the right of P-2 to inspect the records of the company on the ground of conduct disentitling him to do so. 4. Shri Virender Ganda learned senior counsel appearing for the Petitioner while not disputing the proposition of law that under section 283(l)(g) of the Act a Director vacates the office by operation of law on failure to attend three consecutive Board Meetings without obtaining leave of absence also drew my attention to the evidence of postal service of notices of the three Board meetings dated 16.8.2012, 13. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce could be placed on the notice for such meetings. Learned counsel also argued that since R-l is a closely held company, as per practice prevalent formal notice of Board Meeting was not required to be sent and leave of absence was routinely granted to a Director who did not attend a meeting. Shri Sarabjeet Mokha v. marble City Hospital (2008) 142 Company Case 757 (CLB) and S. Ajit Singh V. DSS enterprises (P) Ltd. (2002) 109 Company Case 597 (CLB)) were relied on to show that in many closely held companies neither meetings were held at regular intervals nor formal notices sent for Board meetings and to highlight that in family companies or closely held companies, leave of absence is normally given without oral or written request reliance w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otices for the three consecutive Board Meetings dated 16.8.2012, 13.10.2012 and 19.1.2013 were sent to P-2 as required by law and P-2 had failed to attend any of the three consecutive Board meetings without obtaining leave of absence. So far as the notices for Board Meetings dated 16.8.2012 and 19.1.2013 there is no quarrel since the Petitioners have themselves produced copy of notice of such board meetings with the petition and P-2 did not attend either of the two meetings. However so far as the Board meeting allegedly held on 13,10.2012 the notice dated 5.10.2012 does arouse suspicion and smacks of manipulation. The format of notice for Board meeting dated 16.8.2012 and 19,1,2013 is identical but the notice for Board meeting dated 13.10.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Board Meeting of the company was actually held on 13.10.2012. The stand taken by the counsel for the Respondents prior to the filing of counter and as recorded in order dated 27.11.2013 also leads to an inference that the averments in the counter relating to Board Meeting dated 13.10.2012 and the ground u/s 283(l)(g) of the Act taken by the Respondents is an afterthought Even though there is no legal bar on sending notices to a Director who had absented from three consecutive Board meetings without obtaining leave of absence, the fact of continuously sending notices to P-2, a Director who had ceased to be a Director u/s 283(1)(g) of the Act for further Board meetings coupled with the admission by counsel as recorded on 27.11.2013 thee ..... X X X X Extracts X X X X X X X X Extracts X X X X
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