Tamil Nadu Mercantile Bank Limited v. Director General Corporate Affairs,

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED: 22.04.2022 CORAM :

THE HON'BLE MR. JUSTICE M. DURAISWAMY AND THE HON'BLE MRS. JUSTICE T.V. THAMILSELVI W.P. No.35212 of 2019 and W.M.P. Nos. 16962 & 14886 of 2021 and 9903 of 2022 Tamil Nadu Mercantile Bank Limited a Banking company Incorporated under the Companies Act 1913 having its Registered Office at No.57, V.E. Road, Thoothukudi - 628 002.

Rep. By Managing Director. ... Petitioner v.

1. Director General Corporate Affairs, Ministry of Corporate Affairs Office of the Director General Corporate Affairs Kota House, Annexure 1, Shahjahan Road, New Delhi - 110 011.

2. The Assistant Registrar of Companies, Ministry of Corporate Affairs, Office of the Registrar of Companies, Sastri Bhavan Second Floor, No.26, Haddows Road, Chennai - 600 006.

3. Reserve Bank of India, Reserve Bank of India Building, Fort, Mumbai - 400 001.

Through its Governor. ... Respondents Writ Petition filed under Article 226 of the Constitution of India praying for issue of Writ of Certiorari calling for the records culminating in show cause notice in F.No.D/RC401/4666/2019/96/16-17, dated 04.11.2019, issued by the 1st respondent and quash the same.

For Petitioner : Mr.R.Sankaranayanan for Mr. Kuberan for M/s. Rank Associates For Respondents : Mr. N. Ramesh, Standing Counsel - R1 & R2 Mr. C.Mohan for M/s. King and Partridge - R3

O R D E R

(Order of the Court made by M.DURAISWAMY,J.) The above Miscellaneous Petitions in W.M.P. Nos. 16962 and 14886 of 2021 and and 9903 of 2022 have been filed by the Tamil Nadu Mercantile Bank Limited seeking permission to hold 98, 99 and 100th Annual General Meetings within 70 days from the date of receipt of the certified copy of the order, by adopting the guidelines formulated by the Ministry of Corporate Affairs, Government of India.

2. The Division Bench of this Court in W.A.No.2 of 2016 passed an order for conducting Annual General Meeting in respect of the petitioner-Bank and in view of the said order, the bank has filed the above Miscellaneous Petitions seeking permission to hold the Annual General Meetings.

3. Now, it is brought to the notice of this Court that W.A.No.2 of 2016 was dismissed by the Division Bench of this court by order dated 29.01.2021.

4. The learned counsel on either side submitted that since the Writ Appeal in W.A.No.2 of 2016 has already been dismissed by the Division Bench of this Court and the Miscellaneous Petition filed in the said Writ Appeal were also dismissed by the Division Bench on the said date, the petitioner-bank may conduct the 98, 99 and 100th Annual General Meetings, in accordance with law, adopting the guidelines formulated by the Ministry of Corporate Affairs, Government of India.

5. In view of the submissions made by Mr.R.Sankaranayanan, learned Counsel appearing for the petitioner, Mr. N.Ramesh, learned Standing Counsel appearing for the respondents 1 and 2, Mr. C.Mohan, learned counsel appearing for the 3rd respondent and Mr.Karthik Seshadri, learned counsel appearing for the share

holders, we make it clear that in view of the dismissal of the Writ Appeal in W.A.No.2 of 2016, the petitioner-bank is at liberty to conduct the Annual General Meetings in accordance with law, adopting the guidelines formulated by the Ministry of Corporate Affairs, Government of India. Further it is made clear that no Civil Court shall entertain any suits with regard to the subject matter pending before this Court. With the above observations, the Miscellaneous Petitions in W.M.P. Nos. 16962 and 14886 of 2021 and and 9903 of 2022 are closed. In view of the order passed in the above Miscellaneous Petitions, Writ Petition in W.P. No.35212 of 2019 stands closed. SD/- ASSISTANT REGISTRAR // TRUE COPY // SUB ASSISTANT REGISTRAR Rj To

1. The Director General Corporate Affairs, Ministry of Corporate Affairs Office of the Director General Corporate Affairs Kota House, Annexure 1, Shahjahan Road, New Delhi - 110 011.

2. The Assistant Registrar of Companies, Ministry of Corporate Affairs, Office of the Registrar of Companies, Sastri Bhavan Second Floor, No.26, Haddows Road, Chennai - 600 006.

3. Reserve Bank of India, Reserve Bank of India Building, Fort, Mumbai - 400 001.

Through its Governor.

+1cc to M/s.King & Partridge, Advocate Sr.27660 W.P. No.35212 of 2019 and W.M.P. Nos. 16962 & 14886 of 2021 and 9903 of 2022 sr[co] srg 10/05/2022