A valid requisition for an Extraordinary General Meeting must meet statutory requirements; failures can lead to claims of oppression.

ORDER

Per: Manoj Kumar Dubey, Member (Technical)

1. This Application has been filed by M/s. BlueMatch Impact Concepts BV (hereinafter referred to as ‘Applicant’), on 24.05.2022 U/s.98 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) R/w. Rule 11 of the NCLT Rules, 2016 against M/s. BlueMatch Impact Solutions Private Limited & 2 Ors. (hereinafter referred to as the ‘Respondents’), seeking to direct holding of Extraordinary General Meeting (herein after referred to as ‘EGM’) of the Respondent No.1 Company in terms of the proviso to Section 98 (1) of the .

2. Brief facts of the case, as mentioned in the Application, inter alia stating as follows:

i. The Applicant being the 90% majority shareholder of Respondent No.1 Company, filed the Company Petition bearing C.P.No.39/BB/ 2022 seeking various reliefs in relation to oppression and mismanagement of affairs of Respondent No.1 Company by the Respondent No.2 (being the other shareholder holding 10% shares of Respondent No.1).

ii. The Respondent No.1 was incorporated on 19.04.2019 as a subsidiary of the Applicant. The 1^st Respondent was set up as a social enterprise by the Applicant, with the vision of manufacturing affordable, smokeless and safe cooking stoves for use especially in rural communities in India.

iii. It is stated that this Tribunal vide Order 11.03.2023, issued notice on the Company Petition and observed that “issuance of the notices in the C.P. shall not restrain the Petitioner from taking appropriate actions in terms of Companies Act, 2013 , if they are so advised. In terms of the liberty granted by this Tribunal, Robertus Nicolaas Nieuwenhuizen, the Director of the Respondent No.1 and representative of Applicant the majority shareholder in the Company, issued a notice dated 07.04.2022 calling for a Board Meeting at a short notice to the other Director on the Board of Respondent No.1, namely Sharmista Bangalore Shankaranarayana, Respondent No.2 herein. Accordingly, Respondent No.2 provided consent for the Board Meeting to be held on 09.04.2022. The Board Meeting of Respondent No.1 was held on 09.04.2022 and was attended by both the Directors. When the Agendas in the meeting were proposed to be voted upon, the Respondent No.2 voted against appointment of an additional Director on the Board of Respondent No.1, voted against substitution of the authorized signatory of the Bank Account of Respondent No.1 and only agreed to the other Director Robertus Nicolaas Nieuwenhuizen being a joint signatory to the Bank Account of Respondent No.1. The Respondent No.2 further voted against amending the Articles of Association of the Company which provides for the first Directors to be the lifetime Directors of the Respondent No.1. In respect of appointment of Interim Company Secretary to manage the affairs of the Respondent No.1, Respondent No.2 wanted to verify the credentials of the Company Secretary before giving her consent. The last three resolutions in respect of assignment of design rights to Applicant, holding of an Extra Ordinary General Meeting with 21 days’ notice, verification of the authorization based on which Respondent No.2 instituted O.S.No.148 of 2021 before the Principal Civil Judge, Malur on behalf of the Company was accorded a negative vote by the Respondent No.2.

iv. It is submitted that the Applicant thereafter circulated the video recording of the Board meeting held on 09.04.2022 and the minutes of the meeting by way of email dated 27.04.2022 recording the summary of what had transpired. The Respondent No.2 raised issue that the draft of the minutes ought to be circ