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2022 (1) TMI 462 - Tri - Companies LawSeeking direction to 1st Respondent to furnish the copies of the Minutes Book of the Annual General Meetings held since incorporation - denial of the representation twice as per Section 119 (3) of the Company's Act, 2013 - Petitioner's claim is that to the request made by him, no reply is received - HELD THAT - The minutes book has to be maintained by the Company at their registered office and it shall be made available for inspection to the members on their request. The petitioner itself stated that he made a request through post but the same was returned by the postal authorities - The Respondent is a public Company incorporated on 15.03.1937. The company is required to admit the request made by a shareholder by way of an application to the company specifically stating the reason for refusal of the request within the stipulated time of 7 working days as prescribed under Rule 26 of the Companies Management and Administration) Rules 2014. However, the Respondent Company failed to do so. Thus, the minutes have to be maintained either in physical form or in electronic form. It is not mandatory that minutes has to be maintained in both the modes. The company itself stated that the records/minutes pertaining to the financial year 2018 onwards is available with them. The Respondents contention is that the petitioner has never made any request for inspection or make documents available to him and that the petitioner has never attended any of the AGM held by the Company. There is a dispute whether the petitioner sent any request and whether respondents received the same. This Tribunal cannot make a rowing inquiry into these matters. With regard to the minutes/records of the Financial Years 2015-2016 from the date of incorporation, an investigation is still with police authorities - it cannot be directed that the Respondents to provide these documents to the petitioner now, as the supply of the same will be subject to the outcome of the investigation of the police. There is no mismanagement alleged in this application. This application is disposed off with a direction to the Respondents to provide the documents sought for in this application from the Financial Year 2016-2017 onwards to the petitioner, provided he pays the appropriate fee to the Respondents
Issues Involved:
1. Whether the 1st Respondent company should furnish copies of the Minutes Book of the Annual General Meetings held since incorporation, including for the years 2016-17, 2017-18, and 2018-19. 2. Whether a penalty should be imposed on the 1st Respondent and other respondents for denial of representation as per Section 119(3) of the Companies Act, 2013. Issue-wise Detailed Analysis: 1. Furnishing Copies of Minutes Book: The petitioner requested the 1st Respondent company to furnish certified copies of the minutes of the Annual General Meetings since the company's incorporation. The request was initially made through a letter dated 5th October 2018, which was returned as 'Unclaimed'. Subsequently, the petitioner raised a complaint with the Registrar of Companies, Kerala, on 12th November 2018. The Registrar forwarded the complaint to the 1st Respondent, who replied that the statutory books and records were in the custody of Mrs. Jolly Thomas until her demise in 2016, and post her demise, the records for the financial years 2016-17, 2017-18, and 2018-19 were with the company. The Tribunal noted that the statutory books and records are crucial and legally required to be kept at the registered office. The company's claim that the records were kept at Mrs. Jolly Thomas's house was viewed with suspicion as no special resolution authorizing this was provided. The Tribunal emphasized that minutes should be maintained at the registered office and made available for inspection as per Section 119 of the Companies Act, 2013. The Tribunal found that the company failed to provide the requested documents within the stipulated time of seven working days as per Rule 26 of the Companies (Management and Administration) Rules, 2014. The Tribunal directed the respondents to provide the documents for the financial years 2016-17 onwards to the petitioner upon payment of the requisite fee. However, for the records prior to 2016-17, the petitioner must wait until the police investigation is concluded. 2. Imposition of Penalty: The petitioner sought a penalty of ?25,000 on the 1st Respondent and ?5,000 each on other respondents for denial of representation as per Section 119(3) of the Companies Act, 2013. The respondents argued that the books were stolen by the petitioner's son, and an FIR was lodged. The Tribunal noted that there was a dispute regarding whether the petitioner sent the request and whether the respondents received it. Given this dispute, the Tribunal decided not to impose any penalty. Conclusion: The Tribunal disposed of the application with the following directions: - The respondents must provide the documents for the financial years 2016-17 onwards to the petitioner upon payment of the appropriate fee. - The respondents are to inform the petitioner of the fee within seven days of receiving the order, and upon payment, the documents should be supplied immediately. - For records prior to 2016-17, the petitioner must wait for the conclusion of the police investigation. - No penalty was imposed due to the dispute over the receipt of the petitioner's request. Dated this the 21st day of December 2021.
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