ASSYRIAN CHARITIES KURIES LTD Vs. JAMES C JOSEPH

JUDGEMENT

(1.) Can it be held that a notice of Extraordinary General body Meeting (EGM) sent to the shareholders by ordinary post in the registered address is sufficient service in terms of Section 53(2)(a) of the Companies Act, 1956 (in short, "the Act") and if so, whether the court below erred in holding that the EGM convened on 24.12.2011 was bad for want of notice These are the main questions raised for decision.

(2.) Heard the learned counsel for the appellants and the learned counsel for the respondents.

(3.) Brief facts are as follows: Appellants are the defendants in the suit. Plaintiffs are the contesting respondents. 1st defendant company is a public limited company registered under the Act. Manager of the company is the 2nd defendant and Chairman is the 3rd defendant. Defendants 4 to 11 are the Directors. 1st plaintiff is a shareholder of the company and plaintiffs 2 to 4 are the Directors elected in an EGM held on 22.01.2012. As per the EGM, defendants 3 to 11 were removed from the post of Directors. 1st plaintiff demanded to call an EGM and notice was given on 11.11.2011. 2nd defendant accepted the notice on behalf of the company. 1st defendant is bound to call an EGM within 21 days after giving notice to the shareholders. Since the 1st defendant failed to call an EGM, 1st plaintiff issued notice to the 3rd defendant on 06.12.2011. 1st defendant company issued a registered notice on 02.01.2012 to the 1st plaintiff in which it was informed that an EGM was held on 24.12.2011. The meeting alleged to have been convened on 24.12.2011 without notice is legally unsustainable. Therefore, the suit for declaration and injunction was filed.