TMI Blog2006 (10) TMI 472X X X X Extracts X X X X X X X X Extracts X X X X ..... board meetings; (d) non-delivery of share certificates; (e) removal of the petitioner from the office of director; and (f) exclusion of the petitioner from taking part in the day-to-day affairs of the Company, has invoked, in the present petition, the provisions of Sections 397 and 398 of the Companies Act, 1956 ( the Act ), seeking the following reliefs: (i) to declare that the removal of the petitioner from the office of director is illegal; (ii) to permit the petitioner to take an inspection of the books of account and statutory records of the Company; (iii) to direct the Company to deliver the share certificates in respect of the holding of the petitioner. (iv) to direct the Company permitting the petitioner to have access/e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or to her removal from directorship of the Company. The petitioner is constrained to file civil suit in O.S. No. 1640 of 2004 before the Munshiff Court, Thiruvananthapuram, for an order of injunction restraining the respondents 2 to 4 to convene any meeting of the board of directors, without notice to her. The petitioner is further denied physical entry to the Company's premises, which resulted in a police complaint seeking protection to enter the premises of the Company. The petitioner has not been issued with the share certificates by the respondents till date. Mr. Jose, learned Authorised Representative, therefore, sought the intervention of the CLB by making appropriate directions. 3. Shri V. Ajakumar, learned Counsel appearing f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Consequently, she ceased to be a director and the respondents cannot be blamed on any account. The petitioner was never removed from directorship, as claimed by her. The petitioner is entitled to enter the registered office of the Company and exercise all her rights as a shareholder in accordance with the Act. At the same time, she is not entitled to interfere with the day-to-day management of the resort, which is vested with the second respondent, in his capacity as managing director of the Company. The petitioner has not made out any case under Section 397/398 of the Act and hence the petition is liable to be dismissed. 4. I have considered the arguments advanced on behalf of the parties. The main grievance of the petitioner is that sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er is one of the promoter directors of the Company. The minutes of the annual general meeting held on 08.04.2005 indicate that the Chairman conveyed to the members that the petitioner was absented from the meeting expressed her unwillingness for re-appointment as a director and hence, her reappointment was not considered by the members. Whereas, it was argued on behalf of the respondents that inspite of receipt of the notice the petitioner did not turn up to attend the general body meeting and never offered herself for election to the post of director. There was no occasion to elect her to the board. The resolution passed at the annual general meeting is contradictory to the averments contained in the counter statement (para 4 in page 3 of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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