TaxTMI 
TaxTMI 
2021 (12) TMI 248
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.... reliefs:- a. Restrain the 2nd Respondent from conducting any meetings of the Board or the Annual General Meeting of the shareholders of the 1st Respondent Company till disposal of CP/114/KOB/2021; b. Hear CP/114/KOB/2019 at the earliest and preferably before 12.07.2021; c. Direct the Counsel for the Respondents to file his written arguments by 12.07.2021 failing which Orders may be passed on the pleadings of parties and the written arguments of the counsel for the Petitioner; The brief facts are:- 2. The Applicants own 19.51% of the total share capital of the 1st Respondent Company. Along with the Petitioners in CP/98/KOB/2019, CP/100/KOB/2019, CP/101/KOB/2019, and CP/103/KOB/2019, they constitute the majority of shareholding in th....
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....of Secretarial Practice. The 4th Respondent herein being a Director of the Company, advised the 2nd Respondent to refrain from conducting the said meeting as he has been removed from the office of MD of the Company by the majority shareholder at the AGM that was held on 31.10.2019. The Applicants are seriously prejudiced by the conduct of the 2nd Respondent in presenting himself as the MD of the Company particularly so when he stands disqualified to hold the post of MD of the Company under Sec. 203 of the Act and by forfeiting his right to continue in office by his failure to discharge his duties as stipulated under Sec. 166 of the Act. He has taken undue advantage of the adjournment of the hearing of the CPs on account of the pandemic. 6.....
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....any preference over others. Passing of financial statements is mandated under Sec. 129(2) of the Companies Act, 2013 and holding a meeting to enable that can in no way be deemed as a curtailment of right of any shareholder. 9. It is also stated that 7 days' notice is more than enough for the shareholders of a closely held family company to meet. Non-compliance of the Government Order would jeopardise the intention of the government of conferring liberty to Private Companies' vis-a-vis Public Companies in such ordinary matters. Taking the plea of curtailment of shareholders' rights is an obstruction to the liberty of private companies in reducing regulations. The Petitioner has not stated before the Tribunal how the shareholders....
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....on 101 of the Companies Act, 2013. To counter this arguments, the contention of the respondents is that the meeting was held in the morning of 18.09.2021, for which notice was issued in the morning of 07.09.2021, and that the only agenda was relating to adoption of financial statements for the year 2020-2021. Regarding the lack of 21 days' notice, they stated that since the respondent company being a private company, as per GSR 464(E) notification of the Ministry of Corporate Affairs, the respondents can decide a shorter period than 21 days for holding the AGM of the company. 13. To decide the issue before this Tribunal, it is profitable to quote the relevant portion of the notification GSR 464(E) dated 5th June, 2015 which is as under....