Application under Section 280 of the Companies Act, 2015.
Section 280 of the Companies Act, 2015, among other sections provides for situations where it is impractical to conduct a meeting as required by a company’s Articles.
Under the provision, a director of the company or a member of the company entitled to vote at the meeting could apply for orders that would allow the meeting to be convened, held and conducted in a manner that the court considered appropriate.
Court will give directions which may include the position that one member of the company present at the meeting would be regarded as constituting a quorum.
The purpose and spirit of the said provision is to enable companies that would otherwise find themselves exposed by difficulties in holding a meeting due to an impossibility to overcome such difficulties.
Sometimes such difficulties arise out of the provisions of the constitutive documents of the company or the conduct of a member, being either the minority or the majority, or Directors to defeat the possibility of holding a meeting.
The intention of the Parliament was for a company to get on with its affairs and should not be frustrated by the impracticality of calling and conducting a meeting.