:1: IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPEAL NO. 13 OF 2008 COMPANY APPEAL NO. 13 OF 2008 COMPANY APPEAL NO. 13 OF 2008 IN IN IN COMPANY PETITION NO. 6/186 OF 2008 COMPANY PETITION NO. 6/186 OF 2008 COMPANY PETITION NO. 6/186 OF 2008 M/s. Allied Secin Ventures Pvt. Ltd. & Ors. ..Appellants versus M/s. Rising Finance Ltd. & Anr. ..Respondents Mr. Sayeed i/b. M/s. Manilal Kher Ambalal & Co. for the Appellants. Ms. Jyoti Singh i/b. Dhir & Dhir for the Respondents. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. CORAM : S. A. BOBDE, J. DATE : 22ND AUGUST, 2008. DATE : 22ND AUGUST, 2008. DATE : 22ND AUGUST, 2008. P.C. P.C. P.C. . Heard. 2. Admit 3. Taken up for final hearing by consent. 4. This is an Appeal by the respondents in Company Petition No.6/186 of 2008. The Company Petition was filed by the respondents herein, who :2: are the original petitioners, interalia for the following reliefs :- "(a) Direct the other shareholders to be present "(a) Direct the other shareholders to be present "(a) Direct the other shareholders to be present in the EGM held on 16.2.2008 scheduled at in the EGM held on 16.2.2008 scheduled at in the EGM held on 16.2.2008 scheduled at Business Center, Ramada Plaza Palm Grove, Business Center, Ramada Plaza Palm Grove, Business Center, Ramada Plaza Palm Grove, Juhu Beach, Mumbai 400049 in terms of Juhu Beach, Mumbai 400049 in terms of Juhu Beach, Mumbai 400049 in terms of provisions of section 186 of the Companies provisions of section 186 of the Companies provisions of section 186 of the Companies Act, 1956. Act, 1956. Act, 1956. Or in alternative: Or in alternative: Or in alternative: (b) Direct further that even one member present (b) Direct further that even one member present (b) Direct further that even one member present in person or by proxy shall constitute the in person or by proxy shall constitute the in person or by proxy shall constitute the quorum in case the other members are not quorum in case the other members are not quorum in case the other members are not present during the meeting. present during the meeting. present during the meeting. a) Pass any such further order as may be deem a) Pass any such further order as may be deem a) Pass any such further order as may be deem fit by this Hon’ble Board." fit by this Hon’ble Board." fit by this Hon’ble Board." 5. EGM was accordingly convened in pursuance of the interim order passed by the Company Law Board on 14.2.2008. Since the EGM had been held, the Company Law Board dismissed the respondents petition under Section 186 of the Companies Act. However, ordinarily this would not have furnished any cause of action to the petitioners herein, who were the respondents. However, apparently the Company Law Board made observations declaring EGM held in pursuance of this order to be valid and lawful. It is clear that the Company Law Board was exercising powers under Section 186 of the Companies Act, which reads as follows:- :3: "Power of Tribunal to order meeting to be "Power of Tribunal to order meeting to be "Power of Tribunal to order meeting to be called.- called.- called.- (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Tribunal may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting - (a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit; and (b) give such ancillary or consequential directions as the Tribunal thinks expedient including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company’s articles. Explanation.- The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted." A plain reading of the above provision shows that the section does not confer any jurisdiction on Board to adjudicate upon and make a declaration as to the :4: validity or invalidity of any meeting, which is directed to be held. The power is conferred only for directing that a meeting of the company be called, held and conducted and to issue consequential direction. Sub Section 2 states that such a meeting shall be deemed to be a meeting of the company duly called, held and conducted. In these circumstances, the declaration by the Company Law Board that the meeting is valid and lawful is without authority of law. The validity of the meeting can only be questioned in accordance with law before a proper forum. In the result, Appeal is allowed. (S. A. BOBDE, J.) (S. A. BOBDE, J.) (S. A. BOBDE, J.)