IFCI LTD Vs. TFCI LTD

JUDGEMENT

(1.) The present appeal has been preferred against the order dated 22 nd March, 2011 passed by the Company Law Board (for short CLB ) whereby Company Petition No. 124(ND) of 2010 filed by appellant company under Sections 398 and 402 of the Companies Act, 1956 (for short Act ) was dismissed.

(2.) Brief facts of the present case are that the appellant company (hereinafter referred to as IFCI ) owns 37.85% of shares of respondent-company (hereinafter referred to as TFCI ). On 26 th November, 2010 IFCI sent a requisition to TFCI for convening an Extra-Ordinary General Meeting (for short EOGM ) with the objective of appointing four new directors and removal and replacement of one director on the Board of TFCI. However, TFCI vide letter dated 2 nd December, 2010 questioned the validity of the requisition on the ground that though it was signed by the Company Secretary of IFCI, but specific authorisation/board resolution to file such requisition had not been annexed and it requested IFCI to send the said board resolution within a period of one week. Subsequently, on not getting the said information, TFCI through its board meeting held on 14 th December, 2010 decided not to convene EOGM of TFCI. On receiving this information, IFCI on 15 th December, 2010 initiated the process under Section 169(6) of the Act for convening an EOGM on 17 th January, 2011. IFCI then filed the present Company Petition No. 124(ND) of 2010 under Sections 398 and 402 of the Act on the same day.

(3.) On 16 th December, 2010, the CLB passed the following interim order:-