- (1.) While Company Appeal No. 14 of 2012 is filed by the company M/s. Kumbakonam Mutual Benefit Fund Ltd., represented by its general manager, Company Appeal No. 15 of 2012 is filed by the directors- cum -shareholders of the company. The appellants herein are respondents Nos. 1, 5, 6 and 8 in C.P. No. 422 of 2011 on the file of the Company Law Board, Chennai Bench filed by respondents Nos. 1 to 3 herein. For the sake of understanding it is stated that respondents Nos. 1 to 3 in both appeals are the petitioners in company petition and the appellant in C.A. No. 14 of 2012, who is the fourth respondent in C.A. No. 15 of 2012 and the appellants in C.A. No. 15 of 2012, who are respondents Nos. 7, 8 and 10 in C.A. No. 14 of 2012 and other respondents in both appeals are respondents Nos. 1 to 8 in company petition. For the sake of convenience, the parties are referred to as per their rank in the company petition.
(2.) Both these appeals are filed against the order dated July 27, 2012, made in C.P. No. 422 of 2011 by the Company Law Board in exercise of its power under section 186(1) of the Companies Act, 1956, thereby directing the company to conduct, an extraordinary general body meeting to consider the authenticity of the appointment of respondents Nos. 2 to 8 as directors of the first respondent-company within a period of 30 days from the date of receipt of a copy of this order, with due notice to all the shareholders/members of the company, with further direction that one member of the company present-in-person or by proxy shall be deemed to constitute a meeting.
(3.) The circumstances which led to the institution of the company petition before the Company Law Board by the petitioners, who are respondents Nos. 1 to 3 herein are as follows: The company herein is incorporated under the Companies Act on December 1, 1903. During 2011, the board of directors of the company having the first petitioner Lakshminaryanan as its managing director convened 107th annual general meeting of the shareholders of the company at 10.30 a.m. on August 19, 2011 and notice for the annual general meeting is duly issued on June 29, 2011, with specified agenda consisting of 9 subjects. Out of 9 subjects, 5 are ordinary business and 4 are special business. Before the exact date of meeting, the board of directors apprehending untoward incident in the hands of the rival group consisting of respondents Nos. 2 to 8, approached the High Court by way of a writ petition seeking police protection for smooth conduct of the meeting and the same is also ordered. Two days prior to the meeting date police complaint came to be filed against the petitioners, who were the then managing director and directors.;