The main legal point established in the judgment is the importance of compliance with the provisions of the Companies Act, 2013, particularly Sections 102 and 196, in conducting meetings and adopting special resolutions for reappointment of directors.

This is suit for a decree that a scheme be framed for management and administration of M/s. Mitra & Ghosh Publishers Pvt. Ltd., for declaration of special resolution taken in the meeting dated August 4, 2014 and entire resolutions passed in the annual general meeting held on 26th September, 2014 except the resolution relating to annual accounts and declaration of dividend are illegal null & void and for a decree declaring that the defendant nos. 1 and 2 are not directors of the proforma defendant restraining them from taking any steps on the basis of purported resolution of annual general meeting held on September 26, 2014.

2. Plaintiff’s case in brief is that the proforma defendant previously was a partnership firm by name and style Mitra & Ghosh reputed publishing house in the State of West Bengal between late Gajendra Kr. Mitra and late Sumatha Nath Ghosh constituted in 1934. After incorporation of the proforma defendant as a private limited company on 7th January, 1973, late Gajendra Kr. Mitra and late Sumatha Nath Ghosh were allotted 40% each of the paid up share capital of the proforma defendant. The defendant nos. 1, 2 and 3 employees of the said firm for their years of service were allotted 5% each of the paid up share capital of the proforma defendant and the balance 10% was held by other shareholders. The plaintiff is the son of Sumatha Nath Ghosh who inherited 234 shares of his father. While the balance 46 shares were inherited by his sister Sumita Talukdar. Over and above 5% shares held by the defendant nos. 1 and 2, they acquired 366 shares jointly after the death of Gajendra Kr. Mitra which has been fraudulently shown as individually held by defendant no.1 in Audited Annual Accounts of 2012-13 and 2013-14. Specific case of the plaintiff is that as per clause 36 of Articles of Association of the company, the plaintiff having 335 shares enjoys 335 votes as on 26/09/2014 but in spite of holding major shares in the proforma defendant company, Board of Directors of defendant 1 to 5 had not consulted him. The defendant nos. 1 and 2 have been seeking extension of their tenure as directors of the company for which, they are statutorily disabled. A notice was issued to the shareholders regarding a purported annual general meeting scheduled to be held on 26th September, 2014.

3. On 16th September, 2014, the plaintiff wrote a letter to the defendants that the notice is incomplete as it does not include the list of a ‘Special business’ which should include the draft resolution to be passed as ordinary or special resolution along with the explanatory statement pursuant to Section 102 of the Companies Act, 2013. In the said Annual General meeting, the defendant no. 1 and other defendants along with the plaintiff passed resolutions approving annual accounts for the year 31st March, 2014 and declaration of dividend. Although the plaintiff raised objection in the meeting regarding reappointment of defendant nos. 1 and 2 as Joint Managing Directors such objection was not recorded in the Minute Book. On 15th October, 2014 the plaintiff sent a letter of complaint to the Regional Director, Eastern Region, Ministry of Corporate Affairs, defendant no.6 and the Registrar of Company, WB Ministry of Corporate Affairs, defendant no.7 regarding illegality of the resolution reappointing defendant nos. 2 and 3 as directors who are more than 70 years of age. Defendant no. 7 forwarded a reply dated November 12, 2014 by the defendant no. 1 on 26th November, 2014. On receipt of said reply, the plaintiff learnt that notice dated 4th August, 2014 had been served on the plaintiff and received on behalf of the plaintiff by one R. Ghosh purported to be his wife, who had never received such a notice. The notice of meeting for passing a special resolution was never issued on behalf of the proforma defendant seeking continuance of defendant no.1 and 2 as directors of the said company.

4. Defendants have contested the suit by filing written stateme