TaxTMI 
TaxTMI 
2016 (9) TMI 1569
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....d subsequently the name of the company has been changed as M/s. Bengal Chemists and Druggists Association vide the Government of West Bengal Memo No. 932-Com., dated April 11, 1950 and a fresh certificate of incorporation consequent of change of name was issued on July 11, 1950 having its registered office at 10, Bonfield Lane, Kolkata-700 001. The main object of the company is to develop and maintain friendly relationship amongst its members and all persons engaged in the trade and industry. 3. The facts of the case is that the petitioners being a members of M/s. Bengal Chemists and Druggists Association, hereinafter referred to as the company has the right to caste his vote in formation of the Zonal Committee of the respective Zone, i.e., Asansol Zone. 4. The memorandum of association and the articles of association of the company categorically states the formation of different District, Area and the Zonal Committee as well as the procedure of election of the office bearers of the said Committee. The main object of the association in short is to develop and maintain friendly relations amongst its members and all persons engaged in trade and industry. 5. The composition of the ....
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....no bye-laws of the memorandum of association and the articles of association has been followed, specially nothing has been submitted regarding the accounts of the previous year and the Committee Report was not read out and furthermore, the respondents in collusion with each other and with the convener, selected the office bearers without following the process of voting or casting of vote through ballot and as such constituted the Committee which is illegal and arbitrary and should be cancelled. The petitioner(s), thereafter, sent a representation through his/their learned advocate, Mr. Asim Kumar Ghatak on August 3, 2014 addressing to the respondents not to act on the basis of resolution taken in the said annual general meeting held on July 10, 2014 as the same is illegal, void and liable to be cancelled. 12. The photocopy of the representation dated August 3, 2014 is annexed herewith and marked with the letter A6. 13. The petitioner further alleged that vide its notice dated May 20, 2014, respondent No. 3, general secretary of the company communicated that due to organisational disorder in Asansol Zone, the Executive Committee in its meeting held on April 18, 2014 has dissolved ....
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.... said Sri Amitava Roy has no locus standi to call for holding annual general meeting which is required to be called for afresh in accordance with the provisions of the articles of association of the company ; To give direction for holding the election for election of office bearers of the Asansol Zone under the supervision of the Tribunal ; and (f) To pass any other relief or reliefs and order or orders. 19. In response to the company petition, one Mr. Subodh Kumar Ghosh being respondent No. 4 and being the Executive Committee Member of respondent No. 1 had filed the reply on July 28, 2015 denying all the allegations of the petitioner made in the petition. 20. Respondent No. 4 as above submitted that the petitioner has no locus standi to file the said petition and company petition is not maintainable in the eye of law. He also submitted that the cause of action as alleged in the said petition is barred by limitation. 21. He submitted that the members of the company is associated with a particular Zone depending upon the area of his business. Election is held in each Zonal Committee to select its office bearers. In terms of clause 26(a) of the articles, the Zonal Committee me....
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....convenor of the Asansol Zone vide notice dated May 20, 2014 issued by respondent No. 3, election of Budwan District Committee had taken place sometimes on August 21, 2014. The members of the Asansol Zonal Committee including other Zonal Committee had elected the Burdwan members of the Burdwan District Committee and on or about September 20, 2014 the election of the Executive Committee at the State level took place. The Committee members of all the Districts have elected the Executive members. The annual general meeting took place on September 20, 2014. 30. It is also averred by the respondents that the memorandum of association and the articles of association have altered and has been amended up to 2014, whereas the petitioner is relying on memorandum of association and the articles of association of 2005. 31. The respondents have also enclosed the copy of the memorandum of association and the articles of association as amended up to 2014 and annexed as letter A and submitted that the meetings of the above Committees as also the annual general meeting held on July 10, 2014 was in accordance with the law and the agenda of the meeting along with the date of all the meetings were in....
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....of association of 2005 vis-a-vis of 2014 speaks that general meeting will be held once in every year at such time by giving at least 21 days' notice to its members (not being more than 15 months after holding of preceding general meeting) and at such place as the Committee shall fix. Any other general meeting held during the year will be called extraordinary general meeting and clause 32(a) of the articles of association speaks that with the prior permission of the Registrar of Companies, annual general meeting may be convened at such a place where the members are willing to have it convened with prior notice of at least three months to the members. 38. Admittedly, as per the respondent's reply, 28th and 29th annual general meeting of the association company was held on July 10, 2014 by issuing notification showing the venue of meeting as Vivekananda Institute (Durand Cinema Hall), Asansol, as such clause 32(a) of the articles of association as amended up to 2005 vis-a-vis 2014 is attracted. 39. From the records it appears that the memorandum of association and the articles of association is amended up to 2014 but the petitioner being a member of the Bengal Chemist and Dr....
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....make an application on virtue of sub-section (1) of section 399, which speaks, viz., any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them. 48. It is admitted by the respondents that the petitioner is the member of Bengal Chemist and Druggists Association. As per the articles of association of the company, 2005 as enclosed by the petitioner with the petition, at clause 32. A general meeting will be held once in every year at such time by giving at least 21 days notice to its members (not being more than fifteen months after the holding of the preceding general meeting) and at such place as the Committee shall fix. Any other general meeting hold during a year will be called "extraordinary general meeting" and clause 32(b) requires three months' notice which is as per the own record of the respondent. 49. The articles of association, as amended up to 2014 contains, inter alia, the same clause 32 as that of 2005 irrespective of its being amended in 2014 which has been annexed by the respondent and relied upon in his reply. 50. Thus in both the memorandum of association and articles of as....