Petitioner sought a stay on the Annual General Meeting of a company and restraint on decisions therein pending a review before the NCLT Kokerebecca Bench. The Court found the NCLT was functioning via video conferencing and could entertain urgent interim applications, leading to dismissal of the writ petition.
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IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR.JUSTICE N.NAGARESH
THURSDAY, THE 20TH DAY OF JANUARY 2022 / 30TH POUSHA, 1943
WP(C) NO. 2102 OF 2022
PETITIONER:
PETER K. JOSEPH AGED 61 YEARS S/O.LATE K.P.JOSEPH, A-2, PALOMA ENCLAVE, NADUVILE VALAMKOTIL ROAD, NR LITTLE FLOWER GENERALATE, OPP. BHARATHA MATHA COLLEGE, THRIKKAKARA P.O., KOCHI - 682 021.
BY ADVS. ASWIN GOPAKUMAR ANWIN GOPAKUMAR ADITYA VENUGOPALAN NIKITHA SUSAN PAULSON ROHAN KUMAR IJAS MUHAMMED
RESPONDENTS:
1 GOODNESS MEDIA PVT. LTD., HAVING ITS REGISTERED OFFICE AT 43/1280B, DE SERVICE PARK, SRM ROAD, PACHALAM, KOCHI - 682 012 AND REPRESENTED BY ITS MANAGING DIRECTOR.
2 FR.PAUL PUTHUVA, VINCENTIAN PROVINCIALATE, ANGAMALY SOUTH, ERNAKULAM - 683 573.
3 JOE MARCELINHO MATHIAS, 8/102/A, "VILLA MATHIAS", NEAR CIRCUIT HOUSE, ALTINHIO, GOA - 403 001.
4 ALEX CHALANGADY, MARYMATHA PROVINCIAL HOUSE, CHAMBANNOOR, ANGAMALY SOUTH, ERNAKULAM, KERALA - 683 573.
5 BITTU ABRAHAM, TC 4/1845 (5) TVS TOWERS, 2ND FLOOR, KOWDIAR-KURAVANKONAM ROAD, TRIVANDRUM - 695 003.
WP(C)No.2102/2022
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6 BIJOY PULIPARA, ARTIS LAW HOUSE, TC 24/1068 AND 1069, NR.WOMEN & CHILDREN HOSPITAL, KRISHNA VILAS, THYCAUD P.O., THAMPANOOR, TRIVANDRUM - 695 014.
8 MINISTRY OF CORPORATE AFFAIRS, REPRESENTED BY ITS SECRETARY, MINISTRY OF CORPORATE AFFAIRS, SHASTRI BHAWAN, RAJENDRA PRASAD ROAD, NEW DELHI - 110 001.
BY ADV. SRI.S.MANU, ASGI
THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON 20.01.2022, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
WP(C)No.2102/2022
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JUDGMENT
Dated this the 20th day of January, 2022
The petitioner has approached this Court, seeking
to stay the Annual General Meeting of the 1st respondent scheduled to be conducted on 20.01.2022 or in the alternative, restrain the 1st respondent from giving effect to any decision taken in the Annual General Meeting dated 20.01.2022, pending disposal of the Review Petition before the National Company Law Tribunal, Kochi.
WP(C)No.2102/2022
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and designation as a Non-Executive Director, as illegal, null and void. The said TCP/26/KOB/2019 was dismissed by the Tribunal as per Ext.P2 order dated 21.12.2021. The petitioner has filed a Review Application before the Company Law Tribunal, which application has been assigned Diary No.100/22. However, the NCLT has not taken up the Review Application so far.
WP(C)No.2102/2022
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Tribunal till 31.01.2022. The respondents in the meanwhile would proceed to conduct the Annual General Body meeting of the 1st respondent-Company prejudicing the right and interest of the petitioner. The petitioner has no alternative remedy to protect his right other than by way of instant petition.
WP(C)No.2102/2022
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sought for by the petitioner taking into consideration the entire facts and circumstances of the case.
With the above observations, the writ petition is
disposed of.
Sd/- N. NAGARESH JUDGE
SR
WP(C)No.2102/2022
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APPENDIX OF WP(C) 2102/2022
PETITIONER'S EXHIBITS:
| Exhibit P1 | TRUE COPY OF THE NUMBERED TCP/26/K |
SECTION 241 PETITION OB/2019. |
|---|---|---|
| Exhibit P2 | TRUE COPY OF 21/12/2021. |
THE ORDER DATED |
| Exhibit P3 | TRUE COPY OF SUBMITTED BY THE LD. NCLT DATED 05 NO.2294/21. |
HE ARGUMENT NOTES PETITIONER BEFORE THE /11/2021 BEARING DIARY |
| Exhibit P4 | TRUE COPY OF 03/01/2022. |
THE EMAIL DATED |
| Exhibit P5 | TRUE COPY OF THE CONSIDERATION IN BE HELD ON 11/01/ |
AGENDA AND ITEMS FOR THE BOARD MEETING TO 2022. |
| Exhibit P6 | TRUE COPY OF THE BOARD MEETING DAT |
DRAFT MINUTES OF THE ED 11/01/2022. |
| Exhibit P7 | TRUE COPY OF THE DATED 12/11/2022 ANNUAL GENERAL RESPONDENT COMPAN |
EMAIL AND ATTACHMENT CALLING FOR THE 10TH MEETING OF THE 1ST Y. |
| Exhibit P8 | TRUE COPY OF THE DATED 12/11/2022 ANNUAL GENERAL RESPONDENT COMPAN |
EMAIL AND ATTACHMENT CALLING FOR THE 11TH MEETING OF THE 1ST Y. |
| Exhibit P9 | TRUE COPY OF THE DATED 12/11/2022 ANNUAL GENERAL RESPONDENT COMPAN |
EMAIL AND ATTACHMENT CALLING FOR THE 12TH MEETING OF THE 1ST Y. |
| Exhibit P10 | TRUE COPY OF TH BEARING DIARY NUM |
E REVIEW APPLICATION BER 100/22. |
| Exhibit P11 | TRUE COPY OF REGISTRAR, NATI TRIBUNAL DATED 09 |
THE ORDER OF THE ONAL COMPANY LAW /01/2022. |
| Exhibit P12 | TRUE COPY OF | NOTIFICATION DATED |
| 15/01/2022 ISSUE NCLT. |
D BY THE REGISTRAR, |
3 issues framed by the court
Whether the High Court should exercise its writ jurisdiction under Article 226 to restrain the company from holding an Annual General Meeting pending the outcome of a review application before the NCL
Whether the petitioner is entitled to interim relief from this Court when the NCLT is functioning via Video Conferencing and can entertain urgent applications.
Whether the petitioner has an alternative remedy to protect his directorship before approaching the High Court in this manner.
1 provisions across 1 enactments
PETER K. JOSEPH
GOODNESS MEDIA PVT. LTD.
FR.PAUL PUTHUVA
JOE MARCELINHO MATHIAS
ALEX CHALANGADY
BITTU ABRAHAM
N. NAGARESH
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
