CA No. 179 of 2011 in CP No. 65 of 2011. Case: Arun Amidwar and Others Vs Grip Tight Packaging (India) (P.) Ltd. and Others. Company Law Board
| Case Number | CA No. 179 of 2011 in CP No. 65 of 2011 |
| Counsel | For Appellant: Shri Omkar V. Veosthle and For Respondents: Abhijeet V. Khare |
| Judges | Kanthi Narahari, Member (J) |
| Issue | Companies Act, 1956 - Sections 169, 169(1), 284, 284(1), 397, 398 |
| Judgement Date | February 06, 2012 |
| Court | Company Law Board |
Order:
Kanthi Narahari, Member (J), (Mumbai Bench)
-
The present application is filed by the petitioners seeking directions to the respondents to stay the convening of extraordinary general meeting ('EGM') on 26th September, 2011, in the alternative suspend the resolution if any passed in the said EGM, and the bank account of the R1-company to be operated with the joint signature of petitioner No. 1 and respondent No. 2 till the disposal of the main CP, no general or Board meetings be held till the CP is disposed of, not to change the shareholding pattern of the R1-company and not to alienate, encumber or dispose of any movable and immovable property of the R1-company. Shri Omkar, learned PCS appearing for the applicants submitted that the respondent No. 2 issued notice dated 16th September, 2011 calling Board meeting on 17th September, 2011. The Board meeting was called to decide, inter alia, matter for calling EGM on 26th September, 2011 deciding the matter as to removal of petitioner No. 1 under section 284(1) of the Act due to the requisition received by respondent No. 1 under section 169 of the Act issued by respondent Nos. 2 to 5. The petitioner No. 1 attended the Board meeting and voted against calling of EGM due to the fact that the petition under sections 397 and 398 of the Act is pending before the Company Law Board ('CLB'), Mumbai Bench, Mumbai. However, respondent Nos. 2 and 3 passed the resolution calling EGM on 26th September, 2011 for removal of petitioner No. 1 under section 284 of the Act. This action from the respondent Nos. 2 to 5 give rise to the present application under regulation 44 of the Company Law Board Regulations, 1991 pending the Company Petition No. 65 of 2011. The petitioner Nos. 1 to 4 most respectfully submitted to this hon'ble Board that the proposed removal of petitioner No. 1 from the Board of directors of respondent No. 1 is unfair and unequal. This will prejudice the position of petitioner Nos. 1 to 4. The proposed removal of petitioner No. 1 will make position of petitioners unequal and balance of convenience will not be in favour of petitioners. Further such removal is proposed in spite of earlier order of the CLB, Mumbai Bench, Mumbai dated 24th August, 2011 where precedence was established. If this removal of petitioner No. 1 is successful, it will cause irreparable loss to the petitioners and they will not have representation on the Board of directors of respondent No. 1, thereby loosing the right to protect their interest as 49 per cent shareholders of the respondent No. 1. The applicants most respectfully submits that in the circumstances, the balance of convenience lies in favour of the applicants and the...
To continue reading
Request your trial