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TMI Blog2019 (6) TMI 1554X X X X Extracts X X X X X X X X Extracts X X X X ..... n relation to shareholding and directorship of Respondent No. 1 Company. According to the Applicant-Respondents similar prayer has been made by the non applicant-petitioners in the main petition. Another prayer made by the applicant-respondents is that during the pendency of the petition convening of Extra Ordinary General Meeting (EOGM) be stayed as has been requisitioned by the non applicant-petitioners No. 2 to 4 and an order be passed appointing observer/chairman on the board of directors of the Respondent No. 1. 2. Brief facts of the case are that a company petition has been filed by the non applicants-petitioners No. 1 to 4 which is pending for arguments on 03.09.2019. When the matter came up for consideration on 06.05.2019 we have p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the applicant-petitioner stating that respondent no. 2 shall participate in board meeting whenever it is held within next two weeks and that he is not leaving the country. This satisfies the learned counsel for the applicant. In view of the above, we direct respondent no. 2 to file an affidavit as per the statement made within two days with a copy in advance to the counsel opposite. He shall remain bound by the undertaking submitted to the court. The applications stand disposed of. Rejoinder to the main petition, if any, be filed within a week after receiving a copy of the reply. List for arguments on 22.05.2019, the date already fixed." 3. It appears that after the passing of the interim order the non applicant-petitioners sen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Section 100 of the Companies Act. In respect of the non applicant-petitioner No. 2 it is reasserted that she is holding 58,000 equity shares as against 3500 equity shares alleged by the applicant-respondents. As a matter of fact, the averments made by the applicant-respondents are based on the Settlement Agreement dated 18.12.2014 alleged to be executed between applicant No. 1 and non applicant-petitioner No. 1. 5. We have heard learned counsel for the parties at some length. A peculiar situation that prevails in the present case is that the Respondent No. 1 Company has not been able to hold AGM for the last more than three years. It is trite to observe that the paramount consideration in such matters is the interest of the Respondent No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... porate could be accepted. It requires a resolution of the Board of Directors, Transfer deed and due intimation to Registrar of Companies by uploading of MCA Website. There is nothing on the record to show that any steps were taken to enter the names of transferee shareholder in the place of non applicant-petitioners. Moreover, ordinarily convening of EOGM is not stayed as held by Hon'ble the Supreme Court in the case of Life Insurance Corporation of India v. Escorts Ltd. & Ors., [1986] 59 Comp. Cas. 548 (S.C.). 7. As a sequel to the above discussion we hold that EOGM may be convened as per the requisition and it may proceed according to the agenda. Any decision taken in the EOGM shall not be given effect as the main matter is posted fo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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