Madras High Court
Saravanan vs M/S.Mirabelle Cosmetics Private ... on 28 June, 2023
Author: M.Dhandapani
Bench: M.Dhandapani
W.P.No.19070 of 2023
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED : 28.06.2023
CORAM
THE HONOURABLE MR.JUSTICE M.DHANDAPANI
W.P.No.19070 of 2023
and W.M.P.No.18316 of 2023
Saravanan . . . Petitioner
Vs.
1. M/s.Mirabelle Cosmetics Private Limited,
Rep by its Chairman,
Mr.Chong Kun.Kim.
No.129/1977, Trichy Road,
Singanallur,
Coimbatore-641 005.
2. Tmt.Poornima Shankar,
Director for Mirabelle Cosmetics Private Limited,
No.129/1977, Krishna Colony,
Trichy Road, Singanallur,
Coimbatore.
3. The Registrar of Companies,
No.7, AGT Business Park,
1st Floor, Phaze II Avinashi Road,
Aerodrome Post,
Coimbatore-641 014. . . . Respondents
1
https://www.mhc.tn.gov.in/judis
W.P.No.19070 of 2023
Prayer: Writ Petition filed under Article 226 of the Constitution of India to
issue an order of Writ of Mandamus (or) any other writ or order in the
nature of writ directing the 3rd respondent the Registrar of Companies No.7,
AGT Business Park, 1st Floor, Phase II,k Avinashi Road, Civil Aerodrome
Post, Coimbatore-641 014 from entertaining the Form 36 (DIR 12) and
other related documents from the 1st respondent company in pursuance of
the decision taken in the Extraordinary General Meeting Scheduled on
30.06.2023 in the first respondent office at Door No.129/1977, Krishna
Colony, Trichy Road, Singanallur, Coimbatore 641 005.
For Petitioner : M/s.K.Balakrishnan
ORDER
This Writ Petition has been filed to forbear the 3 rd respondent from entertaining the Form 36 (DIR 12) and other related documents from the 1 st respondent Company.
2. It is the case of the petitioner that he is the Director of Mirabelle Cosmetic Private Limited, the 1st respondent company. In the year 2022, the petitioner was forced to give a resignation letter by the 2nd respondent, 2 https://www.mhc.tn.gov.in/judis W.P.No.19070 of 2023 pursuant to which, the petitioner sent a resignation to the Company through whatsapp. Since then, the petitioner did not attend any of the board meetings conducted in the year 2022-23. While so, alleging misappropriation of funds, the petitioner was issued with notice dated 25.04.2023 by the 1st respondent company stating to resign from the office by giving a written notice to the company. The grievance of the petitioner is that without giving any notice mandated under Section 168 of the Companies Act the 1st and 2nd respondent have proposed to conduct Extra- ordinary General Meeting (EGM) of the Company to be held on 30.06.2023 for the purpose of removing the petitioner permanently from the company, wherein, the resolution would be passed, and Form 36 of the New Directors of the Company will be forwarded to the 3rd respondent which would result in permanent removal of the petitioner from the company. Therefore, the petitioner made a representation to the 1st respondent seeking to defer the EGM to be held on 30.06.2023. Since, the said representation did not evoke any response, the petitioner is before this Court. 3 https://www.mhc.tn.gov.in/judis W.P.No.19070 of 2023
3. Though very many grounds have been raised, however, learned counsel for the petitioner submits that it would suffice if this Court issues a direction to the 3rd respondent not to entertain the Form 36 (DIR 12) based on the EGM which is proposed to be held by the 1st respondent Company and pass orders on merits within the time that may be stipulated by this Court.
4. In view of the limited relief sought for by the petitioner, this Court without going into the merits of the case, directs the petitioner to submit a copy of the representation dated 06.06.2023 to the 3rd respondent along with a copy of this order, seeking to defer the EGM which is proposed to be held by the 1st respondent, within a period of two weeks from the date of receipt of a copy of this order. On such representation being made, the 3rd respondent is directed to consider the same and pass appropriate orders on merits, after affording an opportunity of personal hearing to the petitioner as well as the aggrieved parties, if any, within a period of six weeks thereafter. 4 https://www.mhc.tn.gov.in/judis W.P.No.19070 of 2023
5. This Writ Petition stands disposed of with the aforesaid direction. There shall be no order as to costs. Consequently, connected Miscellaneous Petition stands closed.
28.06.2023 Index : Yes / No Internet : Yes / No NHS To The Registrar of Companies, No.7, AGT Business Park, 1st Floor, Phaze II Avinashi Road, Aerodrome Post, Coimbatore-641 014.
5 https://www.mhc.tn.gov.in/judis W.P.No.19070 of 2023 M.DHANDAPANI, J NHS W.P.No.19070 of 2023 28.06.2023 6 https://www.mhc.tn.gov.in/judis