2022 (2) TMI 1257 - HC - Companies Law

Seeking declaration of results of 33rd Annual General Meeting held on 30th December, 2021 - defendant submits that the results cannot be declared since according to him results once declared, the process cannot be reversed - HELD THAT - Mr. Khambata finds that the reason for delay in declaring of the results is said to be pendency of Interim Application (L) no. 29574 of 2021 and defendant no. 3 has claimed that the matter is sub judice. It is clarified that pendency of the above two Interim Applications being IA (Lodging) No. 376 of 2022 and IA No. 121 of 2022 have no bearing on the requirement reiterated by SEBI. Interim Application(L) No. 4788 of 2022 is taken on board and disposed as infructuous without prejudice to the Applicant s right, if any, to seek review of order dated 23rd December, 2021 - List on 24th February, 2022.

Summary

Issues:
1. Direction sought to declare results of the 33rd Annual General Meeting.
2. Grievance regarding delay in declaring results and SEBI's communication.
3. Pendency of Interim Applications affecting the declaration of results.
4. Gross suppression of material facts leading to seeking ad-interim relief and review of the previous order.

Analysis:
1. The Interim Application No. 376 of 2022 requested a direction for defendant no. 3 to declare the results of the 33rd Annual General Meeting. Defendant no. 3 argued that once results are declared, they cannot be reversed, while the applicant contended that the results were to abide by a pending decision. Pleadings were deemed complete.

2. Concerns were raised regarding the delay in declaring the results, with SEBI urging defendant no. 3 to disclose the results due to the significant delay. The reason for the delay was attributed to the pending Interim Application (L) no. 29574 of 2021, which defendant no. 3 claimed as sub judice. However, SEBI reiterated that the pendency of the applications did not affect the requirement for result disclosure.

3. Despite previous instructions and concessions, it was revealed that there was a gross suppression of material facts, prompting the plaintiff to seek ad-interim relief and a review of the previous order. An Interim Application (L) No. 4788 of 2022 was filed seeking relief, but due to the intention to file a review petition, the application was deemed infructuous. Consequently, the court disposed of the application without prejudice to the plaintiff's right to seek a review, scheduling a further hearing for February 24, 2022.

This detailed analysis encapsulates the key issues addressed in the judgment, highlighting the legal arguments and developments surrounding the declaration of results and subsequent legal actions taken by the parties involved.