Hiras K. Μ. Vs Pearl City Marine Products Private Limited (NCLT Kochi)
The petition was filed under Section 98 of the Companies Act, 2013 by a shareholder and Managing Director seeking directions for convening an Extraordinary General Meeting (EGM). The petitioner contended that a valid requisition issued under Section 100 for convening an EGM was refused by the Board, rendering it impracticable to convene the meeting through the ordinary statutory process. Reliefs sought included declarations regarding the validity of the requisition, appointment of an independent Chairman and Scrutinizer, and directions for holding the EGM under the Tribunal’s supervision.
The respondents opposed the petition, contending that it was not maintainable under Section 98, that the company was functioning normally, and that there was no impracticability in convening the meeting. They submitted that the requisition had been duly considered by the Board and that the petitioner had an alternative statutory remedy under Section 100(4) to convene the meeting himself. The Registrar of Companies also reported that the petitioner relied on the Board’s failure to act on the requisition, while the respondents disputed the maintainability of the petition on the ground that the statutory remedy under Section 100 remained available.
The Tribunal noted that the petitioner held 15.42% of the paid-up equity share capital and that there was no dispute regarding his competence to requisition an EGM. It was also undisputed that the requisition dated 20.01.2026 had been submitted under Section 100, placed before the Board, and rejected by a Board resolution dated 09.02.2026.
