1 IN IN IN THE HIGH COURT OF JUDICATURE OF BOMBAY THE HIGH COURT OF JUDICATURE OF BOMBAY THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION COMPANY APPEAL NO.22 OF 2008 IN COMPANY PETITION NO.43 OF 2007 WITH COMPANY APPLICATION NO.1424 OF 2008 Mohan Babulal Jain & Ors. ..Appellants. V/s. Ashok K. Jain & Ors. ..Respondents. Mr.Janak Dwarkadas, Sr.Counsel with Naushad Engineer i/b. DSK Legal for appellants. Mr.Pheroze Palkhiwala with Mr.Vinayak Vengurlekar i/b. Crowford Baley & Co.for Respondent. Mr.T.Subramanian i/b. M/s. Chitnis & Co. for Respondent Nos.2 to 5, 7 to 12 & 14 to 16. Mr. Arif Bookwalla with Mr.H.Toor i/b. Sunil Nair for respondent Nos. 6 to 13. CORAM: CORAM: CORAM: A.M.KHANWILKAR,J A.M.KHANWILKAR,J A.M.KHANWILKAR,J DATE DATE DATE : OCTOBER 10, 2008. : OCTOBER 10, 2008. : OCTOBER 10, 2008. P.C. P.C. P.C. : : : 1. Heard Counsel for the parties. 2. As the arrangement indicated hereunder is acceptable to both the sides no further order is required on this Appeal. The arrangement which is "agreed" between the parties is that : (i) No party will insist for convening a board meeting unless there is consensus about the agenda of the meeting between them. In case, there is any difference of opinion with 2 regard to the board agenda, the party likely to be prejudiced will be free to apply for appropriate clarification and or relief. The objecting party shall file application to seek appropriate direction atleast two clear days before the proposed meeting to be convened. If no such application is filed, meeting will proceed as scheduled. (ii) It is also agreed that till appropriate order is passed on the proposed application, meeting will not be convened or proceeded until ordered to the contrary by the Company Law Board. Minimum seven clear working days notice will be issued in respect of the proposed meeting. In respect of contested matter, meeting cannot be convened till the disposal of the notice of Motion pending before the City Civil Court being Notice of Motion No.1094 of 2007 and/or Notice of Motion No.2925 of 2007 in Suit No.2189 of 2007. 3. It is further ordered that the R.O.C. shall not act upon the Orders dated 18th January, 2008 and 4th March, 2008 passed by the Company Law Board in Company Petition No.43 of 2007. 3 4. It is made clear that the above arrangement is without prejudice to the rights and contention of the parties available to them in the pending civil proceedings and/or the proceedings pending before the Company Law Board. 5. Counsel for the Respondent submits that the Suit filed by the Appellant No.1 and Appellant No.2 before the Bombay City Civil Court being SC suit No.949 of 2007 be withdrawn and transferred to this Court to be heard with Suit No.2189 of 2007 filed by Babulal K. Jain & ors. filed on the Original Side by the Appellants herein. However, that request can be considered, if formal application is resorted to by the Respondent or the appellants, as the case may be. 6. This Appeal is disposed of on the above terms. Liberty to apply. 7. In view of the order passed in the Appeal nothing survives in the Company Application. Hence, disposed of accordingly. (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J) (A.M.KHANWILKAR,J)