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Madras High CourtA/1804/2025disposed of

Aj Suhail v. Maschmeijer Aromatics (India) Private Limited

2025-04-23Honourable Mr Justice Senthilkumar Ramamoorthy6 pages

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED: 23.04.2025

CORAM

THE HONOURABLE MR.JUSTICE SENTHILKUMAR RAMAMOORTHY A.No.1804 of 2025 in C.S.(Comm.Div.) No.143 of 2023

1. Mr.A.J. Suhail Old no. 3, New no. 7, Leith Castle, North Street, Santhome, Chennai 600028.

2. Dr.Humeira Mussareth Old no. 3, New no. 7, Leith Castle, North Street, Santhome, Chennai 600028.

(Represented by her Power Agent Mr.Ranjit Pratap) ... Applicants/Plaintiffs -vs1. M/s. Maschmeijer Aromatics (India) Private Limited Registered Office at Old no. 3, New no. 7, Leith Castle, North Street, Santhome Chennai 600028.

2. S. M. Shajahan S/o.S.A.Mohammed Shareef, Old No.84, New No.32, Poes Garden, Chennai - 600 086.

3.S.M. Mehtab Abdul Kalam 1/6

S/o.S.A.Mohammed Shareef, Old No.84, New No.32, Poes Garden, Chennai - 600 086.

4.S.M. Naseer Ahmed S/o.S.A.Mohammed Shareef, Old No.84, New No.32, Poes Garden, Chennai - 600 086.

5.Ismath Sultan Nachia Old No. 84, New No, 32, Poes Garden, Chennai-86.

6. Benzakhir Faizal Old No.84, New No.32, Poes Garden, Chennai-86.

7.Rahamathunissa D/o.S.A.Mohammed Shareef, Old No.84, New No.32, Poes Garden, Chennai - 600 086.

... Respondents/Defendants Prayer: Application is filed under Order XIV Rule 8 of the Original Side Rules Read With Order XXXIX Rule 2 of the Code of Civil Procedure, to grant an interim injunction restraining the contesting respondents/defendants, or anyone acting under or through them, from convening or holding an EGM and from passing any of the resolutions contained in the EGM Notice dated 27.03.2025 issued by the 2nd, 3rd and 4th respondents.

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For Applicants : Mr.R.Murari, Senior Counsel Mr.P.H.Arvindh Pandian, Senior Counsel for Mr. Pavan Kumar Gandhi Mr.Mohamed Wasif Khan N.

For Respondents : Mr.R.Sankaranarayanan, Senior Counsel for Ms.Arthi Fernandes

ORDER

By way of an interim arrangement, with the consent of the parties, the following order is issued:

(1) The resolution passed in respect of agenda Item No.5 of the board meeting held on 30.01.2025, in relation to the re-designation of Mr.Abdul Jabbar Suhail as Managing Director shall be kept in abeyance. Both the plaintiffs and the defendants agree to procure the consent of the company for such purpose.

(2) The plaintiffs and the defendants agree to the modification of resolutions passed in respect of agenda Item No.8 of the board meeting held on 30.01.2025 as follows:

"(i) Resolved that, in suppression of all the earlier resolutions passed with regard to the online operation of 3/6

the companies bank accounts approval of the board be and is hereby accorded to authorise Mr.Abdul Jabbar Suhail and Mr.S.M.Shajahan jointly to operate online the primary bank account of the company, namely Current Account No.05290200001246 maintained with Bank of Baroda, Rajaji Salai branch, Chennai-600 001.

(ii) Further resolved that the approval of the Board be and is hereby accorded to authorise Mr.Abdul Jabbar Suhail and Mr.S.M.Shajahan jointly to operate online the other accounts of the company with Bank of Baroda. (iii) Further resolved that the approval of the Board be and is hereby accorded to authorise Mr.Abdul Jabbar Suhail and Mr.S.M.Shajahan jointly to operate online the other accounts of the company with other banks that the company has an account with.

(iv) Further resolved that either Mr.S.M.Shajahan or Mrs.Nikhath Fathima, Directors of the company be 4/6

hereby authorised to inform all the banks and send them a copy of the resolution."

(3) The parties may place this order before the banks concerned to enable operation of the bank accounts in the manner specified above. If necessary for such purpose, the parties agree to extend full co-operation to convene a board meeting and pass resolutions on the terms indicated above.

(4) Subject to the above conditions, the defendants agree that the Extraordinary General Meeting (EGM) scheduled to be held on 24.04.2025 shall be deferred until disposal of the suit.

2. Application No.1804 of 2025 is disposed of on the above terms. 23.04.2025 kj (1/2) 5/6

SENTHILKUMAR RAMAMOORTHY,J kj A.No.1804 of 2025 in C.S.(Comm.Div.) No.143 of 2023 23.04.2025 (1/2) 6/6