Case: Jiji Antony and Ors. Vs JRG Securities Ltd. and Ors.. Company Law Board

JudgesLizamma Augustine, Member
IssueCompany Law
Citation[2010] 158 CompCas 16 (CLB)
Judgement DateJuly 19, 2010
CourtCompany Law Board

Order:

Lizamma Augustine, Member, (Chennai Bench)

  1. This is an application filed under Section 403 read with Section 10E and Section 188(5) of the Companies Act, 1956 and regulation 44 of the Company Law Board Regulations, 1991, seeking to dispense with the circulation of the statement dated July 6, 2010, to the shareholders in the annual general meeting proposed to be held on July 23, 2010.

  2. The applicant is JRG Securities Ltd., which is respondent No. 1 company in the company petition filed under Sections 397 and 398. The company petition has been filed by respondents Nos. 1 and 2 herein and five others. The impugned statement is submitted by respondent No. 1 and respondent No. 2 (petitioner No. 1 and petitioner No. 3 in company petition). As per the communication dated July 6, 2010, respondent No. 1 and respondent No. 2 addressed the company to circulate the statement under the provisions of Section 188 of the Companies Act, to all the members of the company who are entitled to have notice of the annual general meeting. The statement is produced by the applicant as annexure 2.

  3. The statement mainly refers to two items:

  4. Ordinary business (3)-to appoint a director in place of Mr. Munish Dayal (respondent No. 14 in company application and respondent No. 8 in company petition), who retires by rotation, and being eligible, offer himself for re-appointment.

  5. Special business (6) the resolution to approve the increase of the remuneration payable to Mr. Gaurav Vivek Soni (respondent No. 15) managing director from Rs. 2.5 lakhs to Rs. 2.75 lakhs per month.

  6. The allegation of the applicant is that the statement is defamatory in nature and intended to secure needless publicity regarding the averments made in the company petition filed by them. According to the applicant, the facts detailed in the statement are identical to the averments made at paragraphs 6(p), 6(q), 6(uu), 6(w) of the company petition made against respondent No. 14 (Munish Dayal) and the purpose is to defeat the above mentioned resolutions. It is pointed out that the gist of the allegations made in the company petition and the reliefs (d) and (e) sought are put in the form of statement, for circulation which will lower the esteem of the company and its independent directors among the right thinking public. Being a listed company 26 per cent. of the shares are held by the public. It is alleged that respondents Nos. 1 and 2 are attempting to impeach the integrity of...

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