The judgment emphasizes the mandatory legal requirements for calling an EGM and the expiration period of three months from the date of the deposit of the requisition under Section 169 of the Companies Act.

1. Rule. Made returnable forthwith.

2. The Appellant is a Limited company of which the Respondent is one of the Directors. The Appellant sued in the City Civil Court, Mumbai restraining the Respondent from holding an Extraordinary General Meeting (EGM) on 25th July, 2013 pursuant to notice dated 24th June, 2013 and for declaration that the requisition to convene that meeting dated 15th January, 2013 was invalid and also that if the EGM is held it be declared null and void. He took out the Notice of Motion restraining Respondent from holding the meeting. Its application for ad-interim injunction in the Notice of Motion has come to be refused on 15th July, 2013 which order of the learned Judge City Civil Court, Goregaon, Dindoshi, Mumbai is challenged in this Appeal.

3. The Appellant has prayed for stay of the holding of the EGM on 25th July, 2013 or on any other subsequent date pursuant to the notice dated 24th June, 2013 based upon the requisition dated 15 th January, 2013.

4. The Appellant / Plaintiff company is essentially represented by its Director, one Ramesh Mansukhani who is the brother of the Respondent / Defendant. There have been number of disputes between the two brothers who essentially represent two groups in the Company. There have been two Company Petitions filed by the Respondent alleging oppression and mismanagement of the Company U/s.397 – 398 of the Companies Act, 1956.

5. The Respondent initially requisitioned an EGM by his notice dated 15th January, 2013 served on company on 16th January, 2013. At that time the Petition against oppression and mismanagement was pending before the Company Law Board (CLB) on 24th January, 2013. The holding of the meeting under the requisition came to be stayed. The Petition came to be disposed off by CLB on 30th May, 2013. Under its final order the CLB allowed the Respondent to proceed with the EGM and directed the Appellant to hold it in accordance with law and vacated its interim stay.

6. The Respondent has contended that Appellant company did not convene the meeting as it was enjoined to do by 12th June, 2013 and hence he issued notice on 24th June, 2013 to convene meeting on 25th July, 2013. Needless to state this would have to be in accordance with law.

7. The law is the provision contained in Section 169 of the Companies Act, I of 1956 which is the complete code with regard to calling of EGM on requisitions. Under the said section: Upon a requisition of the requisite number of members the Board of Directors of the Company has to call an EGM. The member calling the meeting has to give notice of 21 clear days to the board of any special resolution which to be passed as per Section 189 (2) of the Act. The Board has to call the meeting within 45 days from the date of the deposit of the requisition. The requisitioned meeting shall not be held after expiration of three months from the date of deposit of requisition.

8. The Respondent has been allowed to convene a meeting complying with these mandatory legal requirements which would be in accordance with the said law. It is necessary to set out the relevant part of the order of the CLB allowing the said meeting which is contend in clause 3 of its operative order and which runs thus:

The Petitioners are free to act upon their notice thereby calling upon the EOGM. The R6 Company is directed to take necessary steps in accordance with law. The interim stay, if any, is hereby vacated.

9. The initial requisition was of 15th January, 2013. It would expire on 14th April, 2013. The meeting “shall not be held” after the expiration of three months from the date of the deposit of the requisition. Hence it could not be held after 14th April, 2013 under Section 169(7) (b) of the Companies Act. The Appellant company is directed to take steps in accordance with law. The only step it can take in accordance with law is not to call a meeting which is imperatively not to be called after the expiration of three months from the date of th