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B.V. Thirumalai And Ors. vs Best Vestures Trading (P) Ltd. on 6 September, 2004 cites

Needle Industries (India) Ltd., & Ors vs Needle Industries Newey (India) ... on 7 May, 1981

4.3 The first petitioner by a letter, dated 09.05.2002 (page 119 of company petition) categorically advised the second respondent that, 'there, was no Board meeting held with clue notice to me and no extraordinary general meeting was ever called. The second respondent, instead of properly answering the complaint of the petitioners that 'an extraordinary general meeting cannot be conducted without a Board meeting', simply conveyed in his communication dated 14.05.2002 sent to the second petitioner's advocate (page 121 of company petition) that he as the managing director was quite competent to call for a general meeting, thereby failing to establish the legal requirement of the meeting of the Board of directors of the company before convening the extraordinary general meeting on 17.05.2002, for removal of the second petitioner from the post of director and co-opting the third respondent as a director of the company. In the absence of any such Board meeting, the proceedings of the extraordinary general meeting purportedly held on 17.05.2002 cannot be valid. There is absolutely no material on record to show that any board meeting was held for convening the extraordinary general meeting of the company held on 17.05.2002. Under these circumstances it would be a futile exercise to go into the legality or otherwise of the minutes of the extraordinary general meeting. While, the extraordinary general meeting was purportedly held on 17.05.2002 and the minutes of the said meeting were said to be signed by the first petitioner, as Chairman of the meeting on 17.05.2002, the first petitioner could not cease to be a director of the company as made by the second respondent with effect from 14.05.2002, vitiating the proceedings of the general body meeting on 17.05.2002. There is no explanation for this conflicting situation. The removal of any director in a private company, even if it is found to be lawful, may in certain circumstances constitute an act of oppression in reference to the aggrieved director. Similarly, even if the extraordinary general meeting is perfectly valid, yet may be oppressive, as held in Needle Industries (India) Ltd v. Needle Industries Newey (India) Holding Ltd. (1982) 1 Comp LJ 1 (SC): (1981) 51 Comp Cas 743 (SC). In the present case, admittedly, the company being wholly held by the petitioners and the second respondent, belonging to the same family, is nothing but a family company.
Supreme Court of India Cites 65 - Cited by 317 - Y V Chandrachud - Full Document
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