RANJEET KUMAR MISHRA Vs. CHINNMASTIKA ESTATES (P.) LTD.

JUDGEMENT

(1.) HEARD .

(2.) THIS is a petition filed under Section 186 of the Companies Act, 1956 ('the Act'), seeking a direction to call an extraordinary general meeting ('EGM') of the company, as it has become impracticable to call EGM of the company as enunciated under Section 169 of the Act.

(3.) BY way of reply, the second Respondent herein submitted that the shares held by Dularchand Mukhiya transferred in her name in the year 2005 itself, in view of the said transfer, Mr. Mukhiya resigned from the office of director of the company on 5th December, 2005, therefore, on and from 18th February, 2008, the second Respondent has become the holder of 50 per cent equity share capital of the company, while she was continuing as shareholder and director of the company, to the surprise of her, she, in the month of June 2008, noticed that the Petitioner secretly shifted all records and registered office of the company to some other place convenient to the Petitioner. The second Respondent, being aggrieved of it, reported to the police of Shantinagar, Patna, against the Petitioner on 2nd July, 2008, for the theft of all statutory records of the company from its registered office. On seeing the FIR registered against the Petitioner, she alleged, the Petitioner came to the second Respondent requesting withdrawal of the case filed against him by agreeing for appointment of the aforesaid two persons as additional directors of the company. Accordingly, the additional directors were appointed with the consent of the Petitioner as mentioned in annexure 2 of reply. The second Respondent further submitted that this Petitioner was siphoning off the funds of the company and also running parallel business on his own detrimental to the interest of the company. Since the company has validly constituted Board of directors to take decisions on behalf of the company, thereby no need of holding of any EGM under Section 186 of the Act. Apart from this, she further submitted that Mr. Mukhiya is no longer shareholder of the company ; thereby Mr. Mukhiya is not entitled to any notice of AGM or any EGM, the other director, i.e., the second Respondent being available for Board meetings, it cannot be said as impracticable for holding Board meetings, thereby the petition is liable to be dismissed.