TaxTMI 
TaxTMI 
2011 (7) TMI 1001
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....nbsp; To direct the Board of the club to formulate the proper procedures and guidelines for changing the articles of association and to approve the same in the general meeting. (c) To formulate a procedure, in consonance of natural justice, for safeguarding the interest of the existing members. (d) To define the power of Board in the manner of altering the articles of association. (e) A direction to the Board to clarify, item-wise, the purpose for change of articles of association, and the same is to be put to vote separately with a proper explanatory statement. (f) Awarding costs and other reliefs. The submissions, heard in this case. 2. For the sake of brevity, the Companies Act, 1956 is hereby re....
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....mittee for conducting fair and transparent election of committee members. It is also stated in the notice, annexed with the explanatory statement, that it is necessary to substitute and replace existing articles of association with a new set of articles of association with the above changes. A copy of new articles of association is made available for inspection at the registered office of the Club on any working day. There is also another item to pass a resolution over the recent acts of some members of the Club, which brought down the reputation of the Club. This notice for EGM was issued on 28th March, 2011. Subsequent to filing this petition, the petitioners filed CA No 159/2011, seeking amendment of the original petition for holdi....
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....Club which is an abuse of power of the executive committee. It is also said that the said substitution of articles will take away the checks and balance in the democratic organisation. It is also said that no project report was prepared as to how 700 members to accommodate in the existing space of the Club. It is further said that the present Board wanted to induct new members as the existing Board has no clear mandate from the existing members. This Board, ignoring the principles of natural justice cannot proceed against some present members with vague and unfounded allegations without a resolution to take disciplinary action against them. On these grounds the petitioners sought interference of this Board to issue the directions above aske....
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....clude a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting." 8. The precondition for a direction of calling a meeting under section 186 is that impracticability must exist to call a meeting of a company other than a general meeting. If that impracticability is not in existence, then the jurisdiction under section .186 shall not be exercised for the reason that such exercise would be nothing but interference in the affairs of domestic forum. 9. The points I observed in this case are that - (i) The petitioners herein are two in number out of 500 members of the Club. (ii) There is no averment indicating impracticability for calling a meeting by the Board ....
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....cting of the meeting. All these things are to be considered only when there is impracticability in the Board of a company for calling a meeting. "Here, it is nowhere mentioned what is the constitution of the Board and how many members are in the Board are against the members calling EGM. As to the citation supra, there were two factions belonging to the two groups of the managing directors of the company, in spite of it, the relief sought was turned down holding meeting was already called by the Board, here there is not even an averment or proof of existence of two groups opposite to each other, except saying present Board indulged in this activity so as to get support by adding some more members, but it is not said how many members are aga....