2001 (6) TMI 783

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....rst respondent-company under the provisions of the Companies Act, 1956 ('the Act'). The first respondent published a notice in Mathrubhoomi daily dated 30-5-2001, stating that 'due to unavoidable reasons, it has been decided to postpone the annual general meeting of the company, to be held on 31-5-2001. The new date of holding the annual general meeting will be intimated to all the shareholders shortly'. The petitioner challenges the said notice in this original petition. He also seeks for a direction to the respondent Nos. 1 to 3 to hold the annual general meeting of the first respondent on 31-5-2001, itself. Since the meeting was not convened on 31-5-2001, the petitioner filed application for amendment in which among other prayers, he sou....

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.... and to pass appropriate orders thereon within three months from 15-5-2001, the first respondent was under the bona fide belief that the conduct of the annual general meeting for the purpose of election to the directors board also will be contrary to the spirit of the said direction. The counsel further submits that there is no other reason for deferring the meeting fixed to 31-5-2001. The counsel for the respondent Nos. 6 to 11 submitted that though respondent Nos. 6 to 11 submitted applications for issuance of shares and remitted share amounts in advance, the first respondent did not issue the shares to the said respondents. According to respondent Nos. 6 to 11, there was absolutely no justification for not issuing share certificates to t....

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....n 166. That apart, the only reason stated by the first respondent in their counter is that the meeting was deferred in view of the judgment dated 15-5-2001, directing the Government to dispose of the representations submitted by the additional respondent Nos. 6 to 11 within a period of three months. There is no direction by this Court in the said judgment to defer the annual general meeting which has to be convened on or before 31-5-2001. In such circumstances, the first respondent was not justified in not complying with the statutory requirements under section 166. It may be that the first respondent has bona fide believed that convening of the said meeting before the disposal of the representation as directed by this Court in the judgment....