Tribunal Denies EOGM Application, Emphasizes Compliance with Statutory Provisions

The Tribunal rejected the Petitioner's application to call an Extraordinary General Meeting (EOGM) under Section 98 of the Companies Act, 2013, directing them to follow the procedure under Section 100 instead. The Petitioner, holding 20% shareholding, had not requisitioned the EOGM as per Section 100(2) and could still call it under Section 100(1) due to the pending resignation. The Tribunal noted unresolved shareholding and directorship disputes, emphasizing compliance with statutory provisions and dismissing the impracticality argument. The application was disposed of accordingly.

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Issues Involved:
1. Entitlement to call an Extra-ordinary General Meeting (EOGM) under Section 98 of the Companies Act, 2013.
2. Shareholding and directorship disputes.
3. Marital dispute and its impact on company affairs.
4. Compliance with statutory provisions for calling an EOGM.

Issue-wise Detailed Analysis:

1. Entitlement to call an Extra-ordinary General Meeting (EOGM) under Section 98 of the Companies Act, 2013:
The Applicant/Petitioner, holding 20% of the shareholding in the Respondent No. 1 Company, sought a direction from the Tribunal to call an EOGM under Section 98 of the Companies Act, 2013. The Tribunal noted that Section 98 allows for Tribunal intervention if it is "impracticable to call a meeting" in the prescribed manner. However, Section 100 provides that the Board or shareholders holding not less than one-tenth of the paid-up share capital can requisition an EOGM. The Tribunal observed that the Petitioner had not availed the provision under Section 100(2) and could still call an EOGM under Section 100(1) as the resignation had not been formalized. Hence, the Tribunal directed the Petitioner to follow the procedure under Section 100 instead of exercising its power under Section 98.

2. Shareholding and directorship disputes:
The Petitioner claimed to have resigned from the directorship along with her son, leaving the company without active directors. The Respondent No. 2, holding 80% shares, contended that the Petitioner was responsible for the company's affairs and had misled the bank to freeze the company's account. The Tribunal noted that the Petitioner and her son were still listed as directors on the Ministry of Corporate Affairs website, indicating that their resignations were not formalized. The Tribunal concluded that the Petitioner could call an EOGM as a director under Section 100(1).

3. Marital dispute and its impact on company affairs:
The marital dispute between the Petitioner and Respondent No. 2 had led to various legal proceedings, including a Domestic Violence Complaint and a FIR under the Muslim Women (Protection of Rights on Marriage) Act. The Petitioner argued that the lack of communication with Respondent No. 2 made it impractical to wait for 21 days to call an EOGM. The Respondent No. 2, however, claimed that the marital dispute had no bearing on the company's affairs and that he had no active role in managing the company.

4. Compliance with statutory provisions for calling an EOGM:
The Tribunal emphasized the need to comply with statutory provisions under the Companies Act, 2013. It highlighted that the Petitioner had not utilized the provision under Section 100(2) to requisition an EOGM and could still call an EOGM as a director under Section 100(1). The Tribunal found no impracticality in calling an EOGM as per Section 100 and thus rejected the prayer under Section 98.

Conclusion:
The Tribunal rejected the Petitioner's application to call an EOGM under Section 98 of the Companies Act, 2013, and directed the Petitioner to take appropriate steps to call an EOGM in accordance with Section 100 of the Companies Act, 2013. The application was disposed of accordingly.

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