Invalid corporate meetings and deficient notice led to annulment of resolutions, share allotment, and oppressive management changes.

In a disputed family company, the power of attorney was accepted as sufficient authority to institute proceedings, and objections to counsel's authority and non-impleadment of the Central Government and Registrar of Companies failed. The board and extraordinary general meeting of 18 May 2006 were invalid because proper statutory notice was not proved; certificate of posting alone was insufficient in the absence of reliable dispatch records. As the resolutions lacked valid notice, the appointment of a director, increase in authorised capital, allotment of shares, and related filings were set aside. The shifting of the registered office and exclusion of the petitioning group from management were treated as oppressive and lacking probity, justifying restorative relief and joint control arrangements.

---

---

Issues: (i) Whether the petition was maintainable in view of the challenge to the power of attorney and vakalatnama. (ii) Whether the board meeting and extraordinary general meeting held on 18 May 2006, and the consequential appointment of a director, increase in authorised capital, allotment of shares, and related filings were valid in law. (iii) Whether the shifting of the registered office and the resulting alteration in management and shareholding amounted to oppression and mismanagement warranting relief.

Issue (i): Whether the petition was maintainable in view of the challenge to the power of attorney and vakalatnama.

Analysis: The power of attorney was treated as sufficient to authorize institution of the proceedings. The technical objection based on absence of date and alleged want of authentication was rejected in the facts of the case, particularly in view of the notarisation, the supporting jail record, the documentary material produced, and the earlier order recognizing representation of the petitioning group. The objection to counsel's authority and the objection based on non-impleadment of the Central Government and the Registrar of Companies were also held to be untenable.

Conclusion: The petition was held maintainable and the preliminary objections failed.

Issue (ii): Whether the board meeting and extraordinary general meeting held on 18 May 2006, and the consequential appointment of a director, increase in authorised capital, allotment of shares, and related filings were valid in law.

Analysis: The notices for the meetings were not proved to have been properly served. Certificate of posting, without supporting dispatch records or other corroboration, was held insufficient to establish service, especially in a disputed family company setting. The statutory requirements governing notice of meetings and notice to directors were not complied with. The articles of association could not override the statutory mandate requiring clear notice, and the absence of proper notice vitiated the meetings and the resolutions passed thereat. The filings made on the basis of those resolutions were therefore unsustainable.

Conclusion: The board meeting and the extraordinary general meeting were held illegal, and the resolutions, filings, appointment of director, increase in capital, and allotment of shares were set aside.

Issue (iii): Whether the shifting of the registered office and the resulting alteration in management and shareholding amounted to oppression and mismanagement warranting relief.

Analysis: The alteration of the registered office, the dilution of the petitioning group's share position, and the exclusion of that group from management were found to have been undertaken without proper notice and with an ulterior purpose. The conduct lacked probity and was prejudicial to the petitioning group and to the company. The relief granted restored the pre-existing position and protected the petitioning group's equal participation in management and operation of the company.

Conclusion: The shifting of the registered office was held illegal and the conduct was found to constitute oppression and mismanagement, justifying restorative relief.

Final Conclusion: The petition succeeded substantially, with the challenged corporate actions annulled and the prior management and shareholding position restored, along with consequential directions for joint control of the company's bank accounts.

Ratio Decidendi: In a disputed company meeting, where statutory notice is not proved by reliable evidence, a certificate of posting alone is insufficient to establish valid service; resolutions passed in such meetings are invalid and may be set aside as oppressive if they are used to exclude a shareholder group from management without proper notice and fairness.

---