Case: Aurobindo Pharma Ltd. Vs Anil Kumar Poddar. Company Law Board

JudgesK.K. Balu, Vice Chairman
IssueCompany Law
Citation[2009] 152 CompCas 257 (CLB)
Judgement DateAugust 14, 2009
CourtCompany Law Board


K.K. Balu, Vice Chairman, (Chennai Bench)

  1. In this company petition filed under Section 284 of the Companies Act, 1956 ("the Act"), M/s. Aurobindo Pharma Ltd. ("the petitioner-company") is seeking (i) to exempt the petitioner-company from circulating, publishing or reading out at its annual general meeting proposed to be held during September 2009, the notice of the respondent issued under Section 284 and the explanatory statement dated March 2, 2009; and (ii) to restrain the respondent from misusing and abusing the powers conferred under Section 284 from issuing any further notice for removal of Mr.Penaka Venkata Ram Prasad Reddy or any other director of the petitioner-company, for the following among other reasons:

    The respondent who became a shareholder on November 7, 2008, had asked for by virtue of his pre-printed letters dated November 7, 2008, November 19, 2008, December 5, 2008, December 15, 2008, December 31, 2008, January 28, 2009 and February 17, 2009, (i) copies of the minutes of the annual general meeting for the year ended March 31, 2007, (ii) list of top ten shareholders with address, (iii) list of directors, (iv) register of investment, (v) register of contract, (vi) latest five year annual reports, and (vii) memorandum and articles of association of the company, in response to which the petitioner-company supplied most of the information, in terms of its letter dated March 3, 2009 and further advised the respondent to take inspection of the statutory records of the petitioner-company at the registered office for any other additional details. The respondent in his yet another letter dated March 5, 2009, demanded copies of (i) register of investment, (ii) register of contract for the periods from January 1, 2008 to October 31, 2008 and from November 1, 2008 to March 4, 2009, (iii) annual return, and (iv) annual reports of all the subsidiary companies as well as particulars of the employees, for which the petitioner-company, in its letter dated March 9, 2009, informed the respondent to take inspection of the relevant documents, free of cost and further furnished copies of the annual return, annual report of the subsidiary companies and particulars of employees. In the meanwhile, the respondent issued a special notice dated March 2, 2009, under Section 284 of the Act, together with an explanatory statement, proposing a resolution at the ensuing annual general meeting to remove Mr. Penaka Venkata Ram Prasad Reddy from the office of director, on account of his inability to reply the letters of the shareholders and to exercise control on working of the secretarial function by the company secretary. Thereafter, the respondent called for a copy of the register of investment from April 1, 2008 to March 4, 2009, in...

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