IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HONOURABLE MR. JUSTICE R.BASANT & THE HONOURABLE MR. JUSTICE K.SURENDRA MOHAN FRIDAY, THE 25TH FEBRUARY 2011 / 6TH PHALGUNA 1932 Co.Appeal.No. 1 of 2011() ------------------------------ CP.13/2011 of COMPANY LAW BOARD(SR),CHENNAI .................... APPELLANT/PETITIONER ------------------------------ DR.FRANCIS CLEETUS,S/O.FRANCIS, AGED 51 YEARS,CLIFFY HOUSE,TC 13/287, VANCHIYOOR VILLAGE,EMS NAGAR,PATTOOR, THIRUVANANTHAPURAM-695024. BY ADV. SRI.V.ABRAHAM MARKOS RESPONDENT(S): RESPONDENTS --------------------------------------- 1. M/S.RASHTRA DEEPIKA LTD, DEEPIKA BUILDINGS,COLLEGE ROAD, KOTTAYAM-686001. 2. REV.FR.JAMES AERTHAYIL,CMI CENTRE, MADURAI ROAD,THENI-625531,TAMIL NADU. 3. MR.P.P.SUNNY,S/O.DEVASSYKUTTY PAULOSE, PENGIPARAMBAN HOUSE,CONVENT ROAD, CHALAKKUDY-680 307. 4. MR.GEORGE JACOB,MANNAMPLACKAL, VIZHUKITHODE,KANJIRAPALLY-686520, KOTTAYAM DISTRICT. 5. MR.SUNIL JOSEPH KOOZHAMPALA,5,BEACHWOOD, CT.DIX HILLS,NEW YORK NOW AT KOZHAMPALA HOUSE, MANNACKANNAD-686633,KURAVILANGADU, KOTTAYAM DISTRICT. 6. MR.C.P.PAUL,27/61,CHUNGATH HOUSE, CHAPEL ROD,CHALAKUDY,THRISSUR-680311. svs .............2/-... ..2.. Co.Appeal.No. 1/2011() 7. REV.FR.JOSEPH AUGUSTINE KUZINJALIL, BISHOP'S HOUSE,PALA.P.O,KOTTAYAM-686575. 8. MNSGR.JOSEPH KURINJIPARAMBIL, 88(4/108),ARCH BISHOP HOUSE,CHANGANACHERRY-686101. 9. MNSGR.THOMAS MALAYAKUDY,BISHOP'S HOUSE, KOTHAMANGALAM-686691. 10. MR.DAVIS EDAKALATHUR,/RASHTRA DEEPIKA LTD,POST BOX:17609,DOHA.COLLEGE ROAD, KOTTAYAM-686001. 11. REV.FR.GEEVARGHESE NEDIYATH,VICAR, ST.MARY'S CHATHEDRAL,PATTOM,THIRUVANANTHAPURAM. PIN-695004. 12. MNSGR.MATHEW M.CHALIL,BISHOP'S HOUSE, TELLICHERRY-670 101,KANNUR. 13. MR.JACOB JOSEPH KUNJU,THUDIYIL VEEDU, KIDANGARA-686102,CHANGANACHERRY TALUK, KOTTAYAM DISTRICT. 14. REV.FR.MATHEW MANAVALAN,MAJOR ARCH BISHOP'S,HOUSE,ERNAKULAM-682031. 15. MR.BENNY MATHEW,POOVATHINKAL,PULIKKARA HOUSE,PUTHUPPADY-643586,KOZHIKODE DISTRICT. 16. MR.JOHNY KURUVILLA,PADICKAMYALIL HOUSE, MARIDOM,KADAPLAMATTOM-686571,KOTTAYAM. 17. PROF.THAMBY KARUNAN,DIVYA DEEPAM, TC 253/1,TARA 255,VANJIYOOR, THIRUVANANTHAPURAM-695035. 18. MR.CHACKO DEVASIA,MALAYIL,MALAYIL HOUSE, NALUKODI-686548,CHANGANACHERRY,KOTTAYAM DISTRICT. R1 &3 BY ADVS. SRI.C.C.THOMAS, SENIOR ADVOCATE SRI.NIREESH MATHEW SRI.SAJI SANKARAN NAIR SRI.M.G.KARTHIKEYAN SRI.NIREESH MATHEW R5, R16,R17, & R18 BY ADV. PHILIP MATHEW THIS COMPANY APPEAL HAVING COME UP FOR ADMISSION ON 25/02/2011, THE COURT ON THE SAME DAY PASSED THE FOLLOWING: svs R.BASANT & K.SURENDRA MOHAN, JJ. ------------------------------------------- Co.A.No.1 of 2011 ------------------------------------------- Dated this the 25th February, 2011 JUDGMENT Basant, J. This appeal under Section 10F of the Companies Act, 1956 is directed against an interim order passed by the Company Law Board. By the said order, interim direction prayed for was refused. 2. The appeal lies only on a question of law. It is submitted that the grievance of the petitioner is that the meeting of the Board was conducted without proper notice to the petitioner. In that view of the matter, there is a question of law involved, it is submitted. 3. Notice was ordered to respondents 1 and 3, the contesting respondents. They have entered appearance. Respondents 5 and 16 to 18 have also entered appearance through counsel. Respondents 5 and 16 to 18 do support the appellant. 4. Company Petition No.13/2011 is pending before the Company Law Board. It is in that petition that the prayer for interim directions was made. An annual general meeting of the Co.A.1/2011 2 share holders of the company is scheduled to take place on 28.2.2011. The interim prayer was that the conduct of the said meeting may be restrained. 5. We have heard the learned counsel for the appellant. The learned counsel for the appellant submits that Annexure-E-4 is the notice for the 21st annual general meeting of the company. In the course of discussions, the counsel submits that ordinary business 1 and 2 mentioned in Annexure-E--4 can be considered by the annual general meeting and against that no objection is raised. But, serious objection is raised against the consideration of special business 3 to 16 in Annexure E--5. 6. We have considered the contentions of the counsel. Special business 3 to 12 deal only with the appointment of Directors and Managing Directors by election. The persons who are sought to be appointed as the Directors have already been appointed as Additional Directors by the Board. In any view of the matter, we are satisfied that the consideration by the annual general meeting for appointment of Directors and Managing Director need not be restrained and consideration of items 3 to 12 in the agenda need not be restrained. 7. So far as items 13 to 16 are concerned, we are of the Co.A.1/2011 3 opinion that there can be a direction to the Company Law Board to dispose of C.P.No.13/2011 as expeditiously as possible - at any rate within a period of four months from this date. There can be a further direction that the decisions taken on items 13 to 16 shall not be implemented before the disposal of C.P.No.13 of 2011 or without specific further directions from the Company Law Board. 8. This appeal is, in these circumstances, allowed in part. The impugned order does not deserve interference, but, it is directed that decisions on special business items 13 to 16. In Annexure-E4 taken by the annual general meeting to be held on 28.2.2011 shall not be implemented pending disposal of C.P.No.13/2011 or without further specific directions of the Company Law Board. 9. The Company Law Board is directed to dispose of C.P.No.13/2011 as expeditiously as possible - at any rate within a period of four months from this date. R.BASANT JUDGE K.SURENDRA MOHAN JUDGE css/