- 1 - HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION (L) NO.439 OF 2009 IN COMPANY APPEAL (L) NO. 20 OF 2009 WITH COMPANY APPEAL (L) NO.20 OF 2009 IN COMPANY PETITION NO. 111/397-398/CLB/MB/2008 AND COMPANY PETITION NO. 26/397-398/CLB/MB/2009 M/s. Stream Mauritius Ltd. ... Appellant. Vs. Mr. Zia Sheikh & Ors. ... Respondents Mr. Navroz Seervai, Senior Counsel, Mr. Rahul Chitnis, Counsel, Ms. Komal Joshi, Advocate, Mr. Ashwin Shete, Advocate i/b Khaitan & Jayakar Advocates for the Respondents No. 1 and 2 in above petition and Petitioners No.1 and 2 in Company Petition No. 111/397-398/CLB- MB/2008. Mr. Janak Dwarkadas, Senior Counsel, Mr. Darius Khambate, Senior Counsel, Mr. Rahul Narichania and Mr. Gautam Bhatikar, Counsel i/b Mulla & Mulla Craigie Blunt & Caroe for the Appellant in Appeal (L) 20 of 2009. Pranav Dessai i/b Manilal Kher Ambalal for the Respondent No.8. CORAM: S.J. VAZIFDAR, J. DATE: 2ND APRIL, 2009. P.C. - 2 - 1 By consent the application is placed on board and heard finally. 2 Appellant has taken out this Company Application for interim orders directing an Extra Oridinary General Meeting of Respondent No.3 i.e. the Company which is subject matter of the petition filed before the Company Law Board to be held under section 169 read with section 186 of the Companies Act, 1956. 3 Admittedly to the appellants hold 88% of the equity shares of the Company. Respondent Nos. 1, 2 and 9 claim to hold the balance 12% equity shares of the Company. This however it is disputed by the appellant. The dispute however is not relevant for the purposes of this application. 4 The appellant had issued a notice on 6th January, 2009 to requisition an Extra Ordinary General Meeting for the purpose of appointing Additional Directors on the Board of Respondent No.3. The validity of the notice expires admittedly at the latest on 12th April, 2009. 5 The Company Petition was filed on 27th January, 2009. Both the parties have taken out an application for - 3 - interim reliefs. The applications were heard. Orders were reserved by Company Law Board on 9th March, 2009. On 30th March, 2009 as the order has not been made the appellant applied to the Company Law Board for direction to hold the meeting as per the requisition notice dated 6th January, 2009 as the validity there-of would expire latest by 12th April, 2009. 6 The Company Law Board however did not decide the application. The application was merely adjourned to 14th April, 2009. The Company Law Board however directed respondent No.5 i..e the appellant herein and respondent No.1, 2 and 9 herein to postpone the Extra Ordinary General Meeting to a further date. 7 The apprehension on behalf of the appellants is that if the meeting is not formally held before 12th April, 2009 and infact before 6th April, 2009, it may be contended subsequently that the validity period of the notice had lapsed. 8 Mr. Seervai made a statement that in the event of the Company Law Board holding in favour of the appellant and directing the meeting to be held as per the said notice dated 6th January, 2009, under section 169, 186 of the Companies Act, respondents No.1, 2 and 9 will not contend that the meeting held in pursuance to the notice after 6th April, - 4 - 2009 is invalid merely for that reason. 9 Mr. Dwarkadas however submitted that it may subsequently be contended by respondents No.1, 2 and 9 any such statement/concession is not binding in law. 10 It is common ground, therefore, that the validity period of the meeting being a technical issue and ought not to prejudice the appellant. On the other hand, the holding of the meeting even to meet this technicality ought not to prejudice respondent Nos. 1, 2 and 9, as it is their contention in the petition that the notice is bad in law and that in any event the Company Law Board ought not to grant the appellant application to hold the same. 11 The interest of both the parties is protected by the following order: (i) Mr. Seervai's statement that in the event of the Company Law Board directing an Extra Ordinary General Meeting to be held as per the notice dated 6th January, 2009 under section 169 and 186 of the Companies Act, it will not be contended that the meeting held after 6th April, 2009 is bad merely because it is held beyond the period of validity of the - 5 - notice is accepted. It is further ordered that in the event of it being contended subequently by respondent No. 1, 2 and 9 or by any other party that the meeting so held is bad for this reason it shall by virtue of this order be deemed to have been held on a date prior to 6th April, 2009. (ii) Needless to add that this order will not prejudice any other rights or contentions raised by the parties in the petitions including the contention regarding the validity of the notice and the question as to whether the appellants application for holding the meeting ought or not to be allowed. 12 The Company Application is accordingly disposed of. 13 As the request of the parties the Company Appeal is also accordingly disposed of. Sd/-