Company Law Board
Dr. V.J.S. Vohra vs Mrs. Hardavin Johl on 5 February, 2002
ORDER
S. Balasubramanian, Vice-Chairman
1. On mentioning of the petition, the learned counsel for the respondents objected to the admission of the petition on the ground that the petitioner with other two shareholders had already filed a similar petition viz. CP No. 48 of 1999 and this petition was disposed of by the CLB by an order dated 18-1-2000. Therefore, the petitioner cannot reagitate similar allegations in this petition. We have gone through the petition. The substantive allegation relates to the refusal of Bank of Baroda to allow the petitioner to operate the account and the functioning of the Board of Directors. According to the petitioner, even though notices are being issued for Board Meetings, the respondents 1 and 2 who are director, arc not attending any Board Meeting and by having failed to attend nearly 12 meetings convened by the petitioner in his capacity as a director, these respondents have vacated their office as the directors in terms of Section 283(l)(g) of the Companies Act, 1956. Since the Board cannot function with a single director, this Bench should give suitable directions in this regard. We find from our order dated 18-1-2000 that the civil court at Chandigarh had stipulated that no decision can be taken in a Board Meeting without the presence of the petitioner and the respondents 1 and 2 and this order is still in force. The same civil court has also stipulated that the bank operation should be carried on by the petitioner in consultation with these respondent-directors. Therefore, if the petitioner finds any difficulty in the functioning of the Board or operation of the bank account, he had to move the same civil court for appropriate orders in this regard and the CLB cannot, when the order of the civil court is in force, pass any order in this regard. Further, composition of the Board of Directors is within the domain of the shareholders and they are at liberty to elect the Board of Directors provided, in the present case, it is not in violation of the orders of the civil court. Under the circumstances, we arc dismissing this petition without admission.