Tag: kochi

KOCHI: The high court of Kerala through an interim order stayed the conclusion of the AGM of Thrissur-headquartered Dhanlaxmi Bank, which had been scheduled to be held on Wednesday.

Four stakeholders – one of them a former board member and three who expressed their interest to become board members – had filed the plea to stay the conclusion of the AGM.

The petitioners were P K Vijayakumar, former director of the bank, KM Madhusoodanan, P. Mohanan and Prakash DL.

“In the light of the discussion aforesaid, having regard to the peculiar facts of this case, I deem it appropriate to pass an interim order directing the Bank to refrain from concluding the Annual General Meeting scheduled for today. Ordered accordingly. It is made clear that this order will not preclude the Bank from transacting the businesses included in the agenda for the meeting. Needless to say that after transacting the businesses included in the agenda for the meeting, the meeting shall be adjourned to a day after one month. The Bank would be free to issue appropriate communication to the Securities and Exchange Board of India concerning the businesses transacted in the Annual General Meeting,” the High Court order said.

The petitioners had alleged that the Annual General Meeting of the Bank, scheduled to take place on 29.09.2021 and that they were informed that the Board has decided on 20.09.2021 not to place the notices issued by the petitioners under Section 160 of the Act in the ensuing Annual General Meeting of the bank or any adjournment thereof.

The Nomination and Remuneration Committee (the NRC), constituted in terms of Section 178 of the Companies Act, 2013 (the Act), after conducting due diligence, had recommended to the Board of Directors of the Bank to appoint two of the petitioners as the Directors of the Bank. And, according to the Companies Act, once the NRC of the Bank makes a recommendation, it is obligatory on the part of the Board to place the recommendation before the General Meeting of the Bank for appropriate decision. It is stated that since the Board has not acted upon the recommendation of the NRC to appoint petitioners 2 and 3 as Directors, they have given notice under Section 160 of the Act signifying their candidature as Directors of the Bank.