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16. It will be seen from the minutes of the AGM convened on 20-12-1990 that the petitioner Nos. 1,4, 5 and their supporting respondent Nos. 12 and 13 were present at the meeting with Mr. Ajit Gaekwad. Two of the directors Shri P.U. Rana and Shri H.A. Shinde, who according to the respondent No. 1 supported them were also present. The proxy holders of other members supporting that group were allowed to exercise their rights as stated in the minutes. The opposition against the resolutions for electing respondent No. 1 Shri Sangramsinh Gaekwad as the director, proposed by the respondent No. 2 Smt. Asha Raje and seconded by their son (Resolution No. 3), Shri P.S. Gaekwad, for electing Dr. G.M. Oza as a director (Resolution No. 4), for electing respondent No. 2 Asha Raje as director (Resolution No. 5), for electing Dilip Thakkar, Shri Bhupatsinh Jadeja and Shri V.K. Raichand as directors (Resolution Nos. 6, 7 and 8) as proposed by the respondent No. 2 were all opposed by Shri Ajitsinh Gaekwad who spoke on behalf of his group as recorded in the minutes. The resolution seeking confirmation of the respondent No. 2 as the executive director was also opposed by that group. The proceedings thereafter as recorded in the minutes make a curious reading. As per the minutes, ballots were distributed amongst shareholders and the proxies present, who were required to exercise their vote on Resolution Nos. 3 to 10. The ballot box was shown to them to indicate that it was empty. It was noticed that the majority of persons present had not cast their vote by ballot. After the process of voting came to an end, Shri Ajitsinh Gaekwad and Shri Bipin Shah were requested to compile the report on the poll and bring the poll result to the Chairman. Shri Bipin Shah reported to the Chairman that Shri Ajitsinh Gaekwad refused to sign the poll register to witness his consent as a scrutiniser on the polling. Thereafter, the Chairman substituted Shri P.S. Gaekwad as the second scrutiniser. Thereafter, Mr. Bipin Shah and Mr. P.S. Gaekwad submitted a report on the poll to the Chairman who declared the result and stated that resolution Nos. 3 to 10 were passed without any opposition "as shareholders holding 9481 equity shares had cast their votes in favour and none against". This outcome recorded in the minutes does not stand to reason. The opposition to these resolution was itemwise expressed by Shri Ajitsinh Gaekwad for his group as recorded in the minutes and there was no reason why the same group should shy away from the same view been expressed by them and their proxies in the ballots which were distributed to them. In the minutes it is stated that the ballots were distributed to the shareholders and proxies who were present. If the group had decided not to vote by ballot that fact would have been recorded in the minutes. No. opposition to voting by ballot was recorded in the minutes. Moreover, as recorded in the minutes "after the process of voting came to an end the scrutiniser were requested to compile the report on poll". This means the group of which Shri Ajitsinh Gaekwad was the spokesman had not walked away before the poll and they were in fact present. It is therefore impossible to believe that his group that had meticulously opposed the resolution Nos. 3 to 10 and whose members had accepted the ballot papers would, for no apparent reason, refrain from voting so as to bring about a resounding victory for the respondents' group by enabling that group to get the resolutions passed without any opposition. The affidavits of the directors and shareholders who were present at that meeting state that they had all voted at the meeting and the resolution Nos. 3 to 10 were defeated by 1122 to 66 votes. The minutes however, record that shareholders holding 9481 equity shares had cast their votes in favour and none against which is obviously wrong. This means that despite the Court injunctions preventing participation in respect of 9415 shares which stood in the name of Indreni, there was a purported exercise of votes in respect of that shareholding also. The entire exercise reflected from these minutes smacks of a desperate attempt on the part of the respondent Nos. 1 to 5 to tilt the power in their favour in total disregard of the fiduciary nature of the directors powers and to serve their self-interest.

16.2 According to the version of Shri P.U. Rana was reflected in his letter dated 30-1-1991, which gains support for the affidavits of the shareholders at Annexure "5 collectively" to the rejoinder of the petitioner No. 1, when the voting was completed, while counting the number of votes each member/proxy holder was entitled to, the register of members was taken out from the cupboard and the number of shares standing against each Member's name who were present personally or by proxy were taken to be the number of his votes, the particulars of which are mentioned therein. It was stated that all the resolutions put to vote, except the resolution in respect of re-appointment of Dr. Oza, which was dropped, were defeated by a majority of 1122 votes. It was further stated that on finding that all these resolutions including re-appointment of various directors including the respondent Nos. 1 and 2 were defeated by majority, the respondent No. 1 took in his possession the register of members proxy register, the appeal papers, proxy forms, attendance register, etc. and threatened others of dire consequences, if he was prevented. It was also stated by Shri P.U. Rana in that letter that he had done nothing wrong in supplying copies of various documents to the shareholders. This letter dated 30-1-1991 was preceded by special notice dated 5-1-1991 convening the Extraordinary General Meeting of 14-1-1991 for removal of Mr. P.U. Rana and Mr. H.A. Shinde.

(xi) The minutes of the meeting of AGM held on 20-12-1990 prepared under the signature of respondent No. 1 as Chairman, did not disclose the correct state of affairs about the outcome of voting by the shareholders and proxies present and voting (even in the pursis filed by the respondents in the Suit at 3 p.m. on 20-12-1990, it was not disclosed by them that the resolution were passed but it was only generally stated that the voting was done);
(xii) The respondent No. 1 was made a permanent director and Chairman though there was no such provision for a permanent director under the articles of association;
4. An Extraordinary General Meeting of the shareholders of the company will be convened on 14-10-2000 at 11.00 a.m. at the Registered office of the company at Baroda, for appointing directors of the company on the basis of the existing shareholding of 425 shares of the members of the company, in accordance with the articles of association.
5. The aforesaid meeting scheduled to be held on 14-10-2000 will be conducted under the Chairmanship of the Additional Registrar of the High Court Shri V.B. Gandhi. All the shareholders of 425 shares including the petitioner No. 1 as the sole heir of the deceased Shrimant Fatehsinhrao P. Gaekwad in respect of the shares which stood in his name in the register of the members of the company at the time of his demise out of the said 425 shares in respect of which he had voting rights, will be entitled to vote by themselves or through their proxies at the said meeting for appointing the directors of the company. No outsider will be allowed to remain present at the meeting except the Additional Registrar who will Chair and conduct the meeting with his official assistants. The Additional Registrar will be assisted by a Section Officer of the High Court of his choice in the said work.