9911796707
TMI Blog2019 (5) TMI 1820X X X X Extracts X X X X X X X X Extracts X X X X ..... ice dated 12.4.2019 at the proposed Extra Ordinary General Meeting convened on 8.5.2019 or any other subsequent date. The applicant states that the applicant is P2 and is a minority shareholder of Gharda Chemicals Limited, i.e. R1. The Petition was filed by P2 along with his mother the Original P1 under the provisions of section 397-398 of the Companies Act, 1956, seeking relief against the attempt by R2 majority shareholder (Dr. Gharda) from altering the status of the R1 by deleting all the Articles pertaining to a private company including Article 57 from its Articles of Association. The applicant further states that Petition was filed on 29.10.2019 jointly by the applicant and his mother, P1 who collectively held 10,516 equity shares o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Gharda to invalidate, defeat or otherwise breach Article 57 and the resultant attempts by the applicant minority to resist such attempts and to prevent and protect his valuable right of preemption. Applicant further states that Dr Gharda had attempted to sell the majority shareholding, owned and otherwise controlled, directly or indirectly by him in breach of Article 57. This attempt was resisted by the Applicant who files CP No. 132/2009 in the CLB. Dr Gharda, in those proceedings, contended that the R1 had become a full-fledged public company by the change of law viz. the introduction of the Companies (Amendment) Act, 2000 and consequently Article 57 was invalid. By an order dated 14.5.2010, the then CLB upheld Dr Gharda's contentio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... denied. By the proposed resolution, the R1 is attempting to completely alter the status and structure of the R1 thereby attempting to make the shares of R1 freely transferable - which at present they are not in as much as R1 continues to remain a Hybrid company thereby retaining the fundamental characteristics of a private company and consequently be entitled to retain the right of preemption. The repeated attempt to take away this vested right of preemption by the majority is a clear case of oppression, where the controlling shareholders seek to abuse their majority to run roughshod over and trample the rights of the minority shareholders by amending the Articles of Association and take away the vested right of preemption. It is submitted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ticles of Association to give effect to the newly inserted clause (d) of Section 3(1)(iii) could not be carried on, the first respondent-company became a public company. Therefore, the Court never examined that question of law. Hence, it cannot be said that the appellants are precluded from raising such a question of law in the instant appeal." Hon'ble Supreme Court has allowed the appeal and remitted the matter to the Hon'ble High Court to consider the submission of the Respondents and take an appropriate decision. However, by filing the IA, the applicant has sought interim relief seeking stay regarding the Agenda Item No.1 in EOGM dated 8.5.2019. On perusal of the EOGM notice, it appears that Agenda Item No.1 is regarding the al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting and he is not bound to disclose the reasons for the resolutions proposed to be moved at the meeting". In this case, Hon'ble Supreme Court has held that "LIC as a shareholder of Escorts Ltd, has the same right as every shareholder to call an Extra Ordinary General Meeting of the company to move a resolution to remove some directors and appoint others in their place. The LIC cannot be restrained from doing so nor is it bound to disclose its reasons for moving the resolution." Given the law laid down in the case supra, it is clear that calling of the EOGM may be done and EOGM cannot be restrained by any shareholder of the Company. In this case, the applicant as a minority shareholder has sought to restrain on the EOGM which is not ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
