Company Law Board
J.P. Srivastava And Sons (Rampur) Pvt. ... vs Gwalior Sugar Company Ltd. And Ors. on 12 August, 2002
ORDER
A.K. Banerji
1. This application CA No. 137 of 2002 has been filed by the applicants who are respondents in CP No. 46 of 2000 interalia praying for an order to declare the alleged EOGM of Gwalior Sugar Company allegedly held on 9.7.2002 and the resolutions passed in the said meeting to be illegal null and void, and not to give any affect to the said resolutions. This application was mentioned as urgent on 19.7.2002 and urgent interim orders were sought. On the request made on behalf of the petitioners the matter was adjourned to 23.7.2002, however, interim orders restraining the petitioner group from acting further on the resolutions was passed till the next date fixed in the matter. Counsel for the parties were heard at some length on the date fixed, and the orders were reserved.
2. Briefly stated the facts relevant for the purpose of the present application are that the Gwalior Sugar Company which is one of the respondents in this application was one of the companies belonging to Sir. J.P. Srivastava Group of Companies, which were managed by the two sons of Sir J.P. Srivastava namely J.K. Srivastava and H.K. Srivastava and their respective groups. Disputes arose between the said two groups and various proceedings are pending before different forums including this Board. Company petition No. 46 of 2000 was filed by the J.K. Srivastava Group (J.K. Group) against the respondents H.K. Srivastava Group, (H.K. Group) alleging acts of oppression and mismanagement and seeking a number of reliefs including the removal of the existing Board of Directors. The respondents had filed a short reply questioning the maintainability of the said petition under Section 399 of the Act. The petitioners have filed their rejoinder and the matter is fixed for hearing on 14.8.2002 before this Board.
3. The petitioners group filed another company petition under Section 397/398 of the Act being CP No. 21 of 2000 against the respondents group, including Gwalior Sugar Company, J.P. Srivastava and Sons M.B. (JPS Madhya Bharat in short) which later company was equally held by H.K. Srivastava and J.K. Srivastava having equal shareholding and each having one director on the Board. This petition is also pending disposal before this Board. J.P.S. Madhya Bharat which is party in CP No. 21 of 2000 holds about 40% of the equity shares in Gwalior Sugar Company. H.K. Group filed an application C.A. 89 of 2001 in CP 21 of 2000 alleging that the J.K. Group taking advantage of the death of H.K. Srivastava within four days of his death had reconstituted the Board of Directors of J.P.S. Madhya Bharat without giving any representation to the H.K. group, hence prayed for certain orders. After hearing the parties this Board vide order dated 4.5.2001 directed interalia that status-quo in regard to the affairs of J.P.s. Madhya Bharat should continue as it existed before the demise of H.K. Srivastava and the present Board of Directors should not exercise any voting rights in respect of the shares held by it in M/s. Gwalior Sugar. This order was confirmed in appeal with certain directions by the High Court. Pending the hearing of the two company petitions the petitioners group presumably to take control of the Gwalior Sugar Company sent a notice dated 8.5.2002 under Section 169 of the Companies Act through another group company of theirs namely J.P.S. Rampur Pvt. Ltd. and Ors for requisitioning an EOGM vide letter dated 7.5.2002 sent through some shareholders belonging to J.K.S. Group proposing to remove the existing Board of Directors of Gwalior Sugar Company and to appoint other directors on the Board. By means of the application CA 93 of 2002 filed in CP 46 of 2002 the respondents group approached this Board and prayed for an order for staying the letter dated 7.5.2002 requisitioning the EOGM of Gwalior Sugar Company and also to stay the notice dated 8.2.2002 sent for the said purpose. After hearing the learned counsel for the parties this Board vide order dated 27.5.2002 stayed the letter dated 7.5.2000 as well as the notice dated 8.5.2000 requisitioning the EOGM till the final disposal of the CP 46 of 2000. The petitioner challenged the order dated 27.5.2002 by filing company appeal No. 2 of 2002 before the Hon'ble Single Judge of M.P. High Court at Gwalior and vide order dated 10.6.2002 the operation of the order dated 27.5.2002 passed by this Board was stayed and it was further ordered that the aggrieved shareholders shall be free to take further action under Section 169(6) of the Act. The respondents filed L.P.A. No. 120 of 2002 against the order dated 10.6.2002 and vide orders dated 13.6.2002 the Vacation Judge stayed that part of the order by which the learned Single Judge had directed the shareholders to take further actions under Section 169(6) of the Act. It was further directed that the case shall be listed for admission before the regular bench on 24.6.2002. However in spite of the orders passed on 13.6.2002 in L.P.A. 120 of 2002 restraining the petitioners for taking further action under 169(6) of the Act the petitioner on the same date issued a notice dated 13.6.2000 for holding the EOGM of the Gwalior Sugar Co. on 9.7.2000 to transact the business of removing the entire existing Board of Directors of the Gwalior Sugar Company based on the earlier letters and notices dated 7 and 8.5.2002. On 24.6.2002 when the matter came up before the regular Bench, after hearing the counsel for the parties was pleased admit the appeal and passed an interim order the relevant portion of which is extracted below:
"In the meanwhile taking into consideration the facts and circumstances of the case including those noticed in the order of the Company Law Board dated 27.5.2002 the operation of the impugned order dated 10.6.2002 as well as the interim order of the Court passed by the Learned Vacation Judge in L.P.A. dated 13.6.2002 shall remain stayed till next date of hearing."
4. Against the said order dated 24.6.2002 the petitioners filed a Special Leave Petition in the vacations before the Hon'ble Supreme Court wherein they also sought an interim order. However, no interim orders were passed and no date was fixed for hearing the same either. Subsequently on 15.7.2002 the said S.L.P. was withdrawn by the petitioners. However, the meantime on 9.7.2002 the petitioners allegedly held the said EOGM on 9.7.2002 and passed various resolutions changing the entire existing management of the respondent No. 1 company. By means of the present application 137 of 2002 the respondent applicants have alleged that as the EOGM dated 9.7.2002 was held and the resolutions passed in the teeth of the orders dated 13.6.2002 and 24.6.2002 of the Gwalior Bench of the M.P. High Court as well as the orders dated 27.5.2002 passed by this Board, the alleged EOGM held on 9.7.2002 and the resolutions passed therein be declared as illegal, null and void and the petitioners group be restrained from acting further on the resolution allegedly passed in the said meeting and from representing themselves as alleged management of Gwalior Sugar.
5. Initiating arguments on behalf of the applicants Shri Jain, learned counsel mainly submitted that this Board vide its order dated 27.5.2002 after a careful consideration of the matter had specifically held that the balance of convenience lay in favour of maintaining status quo and not to destabilize the management of Gwalior Sugar Company by permitting the petitioner to hold an EOGM specially the Company Petition 46 of 2000 was fixed for hearing on 14.8.2002, and therefore stayed the operation of the letters and notices dated 7/8 May 2002 issued by the petitioners requisitioning a EOGM under Section 169(1) of the Act. Though this order was stayed by the Single Judge of the High Court in Company Appeal No. 2 of 2002 and it was further ordered that the shareholders were free to take action under Section 169(6) of Act, the Division Bench in the L.P.A. No. 120 of 2002 passed an order on 13.6.2000 specifically restraining the said shareholders from taking action under Section 169(6) of the Act. While hearing the matter after vacations on 24.6.2002 the Division Bench taking into consideration the facts and circumstances of the case including those noticed in the order of the Company Law Board dated 27.5.2002 stayed the operation of the orders dated 10.6.2002 as well as the interim order dated 13.6.2002 till the next date of hearing. In effect therefore the order dated 27.5.2002 passed by this Board was revived and this position was clarification by the Division Bench in the order dated 24.7.2002 passed on the contempt application fled by the applicants. Therefore the order dated 27.5.2002 held the field independently and has not been disturbed in appeal. Thus the very first step of the notices of requisition under Section 169(1) having been stayed, further action under Section 169(6) could not be taken specially as the same was specifically stayed by the order dated 13.6.2002 passed by the Vacation Judge in L.P.A. Learned counsel has further contended that Section 169(6) of the Act is not an independent provision and is a sequiter to valid notices under Section 169(1) of the Act. It was further contended that the petitioners had full knowledge about the scope of the order dated 24.6.2002 passed by the Division Bench of the High Court as evident. From the synopsis as well as the affidavit of urgency filed by petitioners in the Special Leave Petition before the Hon'ble Supreme Court, yet they still deliberately and willfully held the illegal meeting allegedly on 9.7.2002. The conduct of the petitioners is high handed, contumaclous and lacking in propriety. In fact the applicants have filed a contempt petition before the Division Bench for willful and deliberate disobedience of the order dated 13.6.2002 on which show cause notices have been issued. For the said reasons it has been contended that the application ought to be allowed and the EOGM and resolutions passed which has been held in blatant violation of the interim orders dated 13.6.2002 and 24.6.2002 and the order dated 27.5.2002 passed by this Board be declared as null and void without legal effect or sanction.
6. Ms. Ahmadi, learned counsel appearing for the petitioners has at the very outset raised certain preliminary objections challenging the maintainability of the present application. Firstly it has been contended that the respondents themselves have challenged the maintainability of the main Company Petition 46/2000 filed by the petitioner, in view of the same certain applications filed by the petitioners seeking orders from this Board have not been decided, consequently the petitioners by means of the present application cannot seek orders from this board in a petition which they consider as not maintainable. Secondly it has been contended that the reliefs sought are in the nature of declaratory reliefs accompanied by consequential relief which can only be granted by the Civil Court. Support for this proposition has been sought from the decision ABN Amro Bank v. Indian Railway (1996) 85 CC 689. Thirdly, it has been submitted that the applicants have approached this Board with unclean hands as the full order dated 13.6.2002 passed by the Division Bench has deliberately not being reproduced. It is evident from the portion of the order concealed that the order dated 13.6.2002 did not restrain the shareholders from taking any action under Section 169 (6) of the Act. Fourthly it was submitted that the reliefs sought in the present application amount to subverting the democratic process where the shareholders have held an EGM and passed resolutions therein which are not subject to judicial review as held in the case of LIC v. Escorts - 1986 SC 1370. Fifthly it was contended that the present application was filed on behalf of all the respondents meaning thereby shareholders of the company; erstwhile directors of the company; the company itself. The shareholders who did not attend the EGM have no locus-standi to challenge the resolution passed. The directors who are removed at the EGM can only file a suit for damages as such disputes are subject matter of the jurisdiction of Civil Court. So far as the company as a respondent is concerned it cannot demand or choose its management and therefore cannot be an interested party in the resolutions passed at the EGM. Thus the application is filed by the parties who have no locus-standi to do so. Sixthly, the relief sought by the respondent and the prayer restraining the newly elected directors from acting cannot be passed as none of the sad directors are party to the present petition, and any such order passed are not binding on the said directors. Seventhly, the petitioners have already filed an application for withdrawal of CP 46/2000 prior to the present application of the respondents and before deciding the withdrawal application no orders can be passed on the present application of the respondents. Lastly, it has been contended that the subject matter of the present application namely, resolutions passed at the EGM on 9.7.2002 is already a subject matter of the civil suit filed prior in time at Dabra District Court and therefore no orders can be passed in the present application. Besides the validity of the resolution can be questioned in a Civil Suit, and Section 403 of the Act cannot be invoked.
7. Apart from the objections mentioned above learned counsel for the petitioner has submitted that the allegation of the respondent applicants that there has been violation of the order of the Company Law Board dated 27.5.2002 and the subsequent orders of the High Court dated 13.6.2002 and 24.6.2002 is misplaced. It was contended that the order of 27.5.2002 passed by the CLB was stayed by the High Court on 10.6.2002. Order dated 13.6.2002 passed in L.P.A. did not interfere with the stay granted vide order dated 10.6.2002 by the High Court. In view of the same, fresh notices under Section 169(6) issued on 13.6.2002 by the petitioner calling the EGM for 9.7.2002 after the expiry of the period of 21 days cannot be questioned. Order of the High Court dated 24.6.2002 passed in L.P.A. had stayed both the orders dated 10.6.2002 and 13.6.2002 thereby reviving the order of 27.5.2002 passed by the Company Law Board, which merely stayed notices under Section 169(1) and not notices under Section 169(6) of the Act. It was further contended that despite the fact that the petitioner had placed on record in the form of an affidavit notice under Section 169(6) of the Act still no orders were passed on the said notice by the Division Bench on 26.4.2002, staying the operation of the said notice. In fact the respondents had filed a contempt petition alleging that the order dated 24.6.2002 has been disobeyed but the said petition was dismissed as the Division Bench was of the view that as there was no disobedience of the order dated 24.6.2002. Hence the very basis of the present application that there was a violation of the orders dated 27/5/2002 passed by this Board and the orders of the High Court dated 13.6.2002 and 24.6.2002 is misconceived and has no legs to stand.
8. As regards the withdrawal of the SLP filed by the petitioners against the order dated 24.6.2002 it was contended that it has become infructuous and of no consequence after the EGM held on 9.7.2002 for which there was no stay in operation.
9. It has also been contended that paragraph 8 of the order of the Company Law Board dated 27.5.2002 on which great reliance has been placed by the respondents is just the view of the Board, what is enforceable is the operative portion which is mentioned in paragraph 9 of the said order by which only the notices under Section 169(1) dated 8.5.2002 and the letter dated 7.5.2002 for holding the EOGM had been stayed. That apart it was contended that the reasons given by this Board in paragraph 8 of the order for maintaining the statusquo in regard to the management of the Gwalior Sugar was not sustainable as in the said order reliance was placed on an order dated 4.5.2001 passed in CP No. 21 of 2000 in which the parties were not the same and besides the order dated 4.5.2001 had not been correctly interpreted.
10. Summing up the arguments learned counsel has contended that there was no disobedience of any order on the part of the petitioner and the EGM that is now challenged was called pursuant to a notice dated 13.6.2002 under Section 169(6) which is not subject matter of any challenge. So far as the notice under Section 169(1) of the Act is concerned the same becomes redundant after the expiry of the statutory period of 21 days and the notice under Section 169(6) is a different notice altogether addressed to the shareholders to inform them about the date and venue of the EGM. The failure of the respondents to challenge the notice under Section 169(6) will disentitle them to the reliefs sought in the present application.
11. I have carefully considered the respective submissions made by the learned counsel for the parties. So far as the preliminary objections raised by the petitioner are concerned I do not find any merits in the same. The submission that as the respondents had challenged the maintainability of Company Petition 46/2000 no application seeking relief in the said petition can be filed by them or that the reliefs sought in the application are in the nature of declaratory reliefs which can only be granted by Civil Court are untenable and cannot be accepted. It is also incorrect to state that no orders on the applications filed by the petitioners was passed by this Board as maintainability of the petition was under challenge. There is nothing to show that this Board declined to pass orders on that ground. The present company petition has benefited under Section 397/398 of the Act. The petition is still pending for final orders. Under Section 403 of the Act pending final orders the Board is empowered to make any interim order on the application of any party to the proceedings, which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appeared to it to be just and equitable. Consequently it cannot be said that the present application is not maintainable, or no declaratory relief can be granted. So far as the decision in the case of ABN Ambro Bank is concerned as what has been observed therein is that Company Law Board is not a Civil Court and is not required to adhere to the provisions of Civil Procedure Code. While granting relief in the present case this Board is not passing any order under Civil Procedure Code or under the Specific Relief Act but under Section 403 of the Act under which it can pass any orders for regulating the conduct of the company's affairs as appear to it to be just and equitable.
12. As regards the submission that the applicants have not approached this Board with clean hands for not having reproduced the complete order dated 13.6.2002, I do not find any merits in the same either. The respondents have mentioned in paragraph 20 of the application that they are quoting the relevant extract from the said order. Apart from the same they had also annexed to the application as Annexure 'E' (page 87) whole of the order dated 13.6.2002. As regards the submission that the relief prayed in the application cannot be granted as the same will amount to subverting the democratic process as the shareholders have held the EGM and passed resolutions therein which are not subject to judicial review, it may be mentioned that even the Apex Court in the Escourts case (1986 SC 1370) held that the right of the shareholders to call EOGM is subject to the statutorily prescribed procedure and numerical requirements. Therefore, it has to be considered whether the statutory procedure has been complied with by the petitioners as the respondents were disputing the same, at a later stage of this order.
13. As regards the submission that the respondents who are the shareholders, directors and the company itself have no locus-standie to challenge the resolution passed in the EGM and can only file a suit before the Civil Court, the said submission is not sustainable as in these proceedings where the Board passes order on equitable consideration and the interest of the Company is paramount and the conduct of the Company's affairs are under consideration, orders can be passed in these proceedings as well, under Section 403 of the Act as already stated above. As regards the submission that the relief sought by the respondent cannot be granted as the newly elected Directors in the EGM dated 9.7.2002 has not been made parties to the present petition and as such any orders passed will not be binding on them, the same also cannot be accepted. The respondents have alleged that the EOGM could not be convened in view of the stay orders passed by this Board and the High Court and therefore are seeking an order for declaring the same as illegal and resolutions passed therein as nonest. The application is being contested by the petitioners group which is alleged to have come in management in the alleged EGM after replacing the respondents group. In case the said EGM is held to be illegal and the resolutions passed as nonest, the election of the directors will automatically become nonest and they will have no right or any say in the matter. So far as the submission that as the petitioners have filed an application for withdrawal of the Company Petition 46/2000 orders can be passed in the present application, the same is not accepted as no party after having filed the petition which is being contested can seek withdrawal of the same as a matter of right. Regulation 38 of the CLB Regulations 1991 also makes it clear that the petition can only be withdrawn with the permission of this Board. The respondents are yet to file a reply to the said application and the same is not ready for hearing. In the meantime in case any other application is filed this Board has ample power under Section 403 to pass necessary orders on equitable consideration.
14. As regards the last contention that the petitioners have already filed a Civil Suit for injunction restraining the respondents from interfering with holding of the EGM or the resolutions passed therein and therefore no order should be passed in the present application, the same appears to be misconceived. Since the petitioners themselves have invoked the equitable jurisdiction of this Board by filing the petition under Section 397/398 of the Act which is still pending and orders are required to be passed for regulating the conduct of the Company's affairs there is no bar for the respondents in approaching this Board specially when the Civil Court has not granted any interim/temporary injunction to the petitioners as prayed by them.
15. Though the learned counsel for the parties have made elaborate arguments in respect of their respective stand, it appears that the main issue which falls for determination in this matter is whether the EGM dated 9.7.2000 was held despite the stay orders passed by the MP High Court in effect restraining issue of notices under Section 169(6) of the Act and indisobedience of the same therefore illegal, or there was no such order restraining the petitioners from issuing notices under Section 169(6) and holding the EGM on 9.7.2002 therefore, the EGM and the resolutions passed therein are valid and cannot be reviewed by this Board or by any Court. There is no dispute that vide the order dated 27.5.2002 this Board had stayed the notices and the letter dated 8/7.6.\,2002, requisitioning the EOGM which order was stayed in appeal by the Hon'ble Single Judge of the MP High Court on 10.6.2002. In L.P.A. 120 of 2002 filed by the respondents against the said order the Vacation Judge on 13.6.2002 passed the order relevant extract of which reads as under:
"After hearing the parties it is ordered that the following part of the impugned order shall not be given effect to till further orders by appropriate Division Bench;
Aggrieved shareholders shall be free to take further action under Section 169(6) of the Act as the Board of Directors had not complied with the notice within 21 days of the service of the notice and have expressed their disinclination to act upon it by applying for stay before Company Law Board. Ordered accordingly."
"It is made clear that the shareholders shall be free to take action in accordance with the provisions of the Companies Act in the matter."
16. Thereafter the appeal came up before a regular Division bench on 24.6.2002 on which date as already noticed in the earlier part of this order, operation of the impugned orders dated 10.6.2002 as well as the interim order dated 13.6.2002 were stayed till the next date of hearing. To my mind it is quite apparent from the order dated 13.6.2002 that the Bench has stayed that part of the order dated 10.6.2002 which permitted shareholders to take further action under Section 169(6) of the Act. The intention of the Bench was therefore very clear that no action should be taken by the shareholders under Section 169(6) of the Act. Learned Counsel for the petitioners have however, submitted that the subsequent part of this order by which "it is made clear that the shareholders shall be free to take action in accordance with the provisions of the Companies Act in the matter" has removed the bar of issuing notices under Section 169(6) of the Act for calling the EGM on 9.7.2002. I am unable to agree with the said submissions. In my view the first part of the order clearly stays the calling of the EGM by the shareholders under Section 169(6) of the Act. If the interpretation of the subsequent sentence of the order as submitted by the petitioners are accepted that would not only amount to a contradiction of what has been stated in the earlier part of the order but make the same redundant. I agree with the submission of the learned counsel for the respondents that what is implied from the last two lines of the order is a general direction given to the shareholders to take whatever action the Act permits except giving of the notice by the shareholders under Section 169(6) of the Act. The said interpretation appears to be reasonable and correct.
17. Learned Counsel for the petitioners has further contended that the High Court vide order dated 10.6.2002 had stayed the order dated 27.5.2002 passed by the CLB. Order dated 13.6.2002 passed by the Vacation Judge in L.P.A. did not interfere with that part of stay granted vide order dated 10.6.2002. In view of the same, fresh notices under Section 169(6) issued on 13.6.2002 could validly be given as the 21 days period under Section 169(1) of the Act had expired by that time. Since the Division Bench on 24.6.2002 stayed both the orders dated 10.6.2002 and 13.6.2002, therefore, the order of 27.5.2002 passed by the CLB which merely stayed notices under Section 169(1) was only revived and there was no stay regarding the notices under Section 169(6) of the Act. Consequently the said notices were valid and the EGM was also validly held. Besides despite knowing the fact that notices under Section 169(6) of the Act had already been issued, the Division Bench on 24.6.2002 did not stay the operation of the said notices.So far as this submission is concerned it is noteworthy that the High Court in the order dated 13.6.2002, as already noticed above had specifically stayed further action under Section 169(6) of the Act. It is not the case of the petitioner in the reply filed neither has it been argued, that the notices under Section 169(6) was issued prior in time to the order passed on 13.6.2002. Had this been the case the petitioner would certainly have brought this to the notice of the Court before the order was passed by annexing the notice in the same way as it had done on 24.6.2002. It is therefore clear that despite the order dated 13.6.2002 the petitioner in defiance of the said order issued notices under Section 196(6) purportedly on the same date after the order was passed. In my view such notices issued in the teeth of the stay order dated 13.6.2002 would be illegal and cannot be a valid notice. The EGM held in pursuance of the invalid notice cannot be a valid meeting. It is true that the High Court on 24.6.2002 stayed both the orders dated 10.6.2002 and 13.6.2002 thereby reviewing the order of 27.5.2002 passed by the CLB. The consequence of which was that the stay of notices requisitioning the meeting under Section 169(1) of the Act was revived and became operative. Learned Counsel for the petitioner has also contended that notice under Section 169(1) of the Act becomes redundant and ceases to exist after the expiry of 21 days and notice under Section 169(6) is a different notice and is independent of Section 169(1) of the Act. I am unable to agree. Section 169(6) of the Act very clearly mentions that, "if the board does not, within 21 days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty five days from the date of the deposit of the requisition, the meeting maybe called. .....". It is therefore evident that Section 169(6) of the Act is dependent upon under Section 169(1) of the Act and could be invoked only if a valid notice under Section 169(1) is not complied with. In view of this position as respondents had filed appeal against orders dated 10.6.2002 and the appeal was pending in which the notice under Section 169(6) was stayed if by the order of 24.6.2002 passed by the High Court the order of the CLB dated 27.5.2002 stands revived and notice, requisitioning the meeting is stayed, Section 169(6) of the Act cannot be resorted. The Division Bench while disposing of the respondents contempt application has clarified the position as follows.
"In the order of this court what is stayed is the operation of the order passed by Vacation Judges dated 10.6.2002 and 13.6.2002, meaning thereby that the position as it stood prior to the passing of these orders,is left as it was at that time....."
18. Taking all these aspects in consideration I am of the view that that notice under Section 169(6) which was issued in the teeth of the stay order granted by the MP High Court on 13.6.2002 on the same day calling for EOGM on 9.7.2002 is illegal, invalid and consequently the EOGM held on the basis of the said notice was also illegal and therefore, the resolutions passed in the said illegal meeting are null and void and nonest.
19. Before parting with this matter, there is another aspect which needs to be mentioned here. In order dated 27.5.2002 this Board had taken a view that balance of convenience lay in maintaining statusquo and not to destabilize the management of Gwalior Sugar by permitting the petitioner to hold an EOGM especially when C.P. 46 of 2000 was ready for hearing. While staying this order on 10.6.2002 the High Court observed that companies are run on democratic principles and this Board was not competent to stay such process on insufficient ground. The Division Bench on 24.6.2002 had stayed the order dated 10.6.2002 by mentioning that it had taken into consideration the facts and circumstances of the case including those noticed in the order of the Company Law Board. Impliedly the view of this Board for maintaining statusquo in the management of Gwalior Sugar was not disturbed by the Division Bench.
20. In view of what has been held above it will not be necessary to go into the other submissions made by the counsel for the parties. It may be mentioned that after the arguments were over, and orders reserved, subsequently thereafter both the counsel for the parties submitted written submissions. I find from the same that both the parties have taken a few additional points and have cited case law which were not cited at the time of the hearing of this application. As the parties did not have any opportunity to reply to those points or cases cited I have not taken the same into consideration, or referred to them in this order.
21. As a result it is hereby ordered that the EOGM of the Gwalior Sugar Company Ltd. held on 9.7.2002 without a valid notice under Section 169(6) of the Act is illegal and resolutions passed in the said illegal meetings are null and void. It is further ordered that the petitioners group (JK Group) are restrained from acting any further on the resolutions passed in the said EOGM dated 9.7.2002, or representing themselves as the alleged management of the Gwalior Sugar Co. Limited. It is ordered accordingly.