2022 (1) TMI 464 - Tri - Companies Law

Seeking the convening of a general meeting of the Respondent Company - Seeking to appoint an Independent Chairman for the meeting so ordered to conduct the meeting in a professional and impartial manner - HELD THAT - The Board Meeting and AGM may not proceed without creation of hurdles by either side and therefore it is directed that an independent Chairperson shall chair the aforesaid Board Meeting and AGM, supported by a Scrutinizer, assisting in Secretarial tasks inter-alia for attendance, proxy, polling, etc., and they shall jointly file a report before this Bench on the proceedings of the Board Meeting and AGM. Though the Scrutinizer shall mainly assist the Chairperson in the AGM, he shall also assist in the Board meeting for contextual continuity. The Agenda for AGM shall be limited to the presentation/finalisation of the accounts for the relevant financial years and the appointment of auditor and his/their fees. The Agenda shall be finalised immediately by the Chairperson and sent to counsels of the parties for onward communication to their clients. If for any reason the Agenda cannot be circulated as directed, it shall be deemed to be the Agenda - The Chairperson and the Scrutinizer shall be paid an honorarium of ₹ 65,000/- ₹ 45,000/- respectively which will be shared equally by the SG HPS groups, besides equal sharing of out-of-pocket and incidental expenses, or alternately paid by the Respondent company. The report of the Chairperson Scrutinizer shall be filed before the Tribunal within a week after conclusion of the AGM and a copy of the same shall be provided to the counsels for the parties. No motion seeking change or removal or suspension of the Chairperson or the Scrutinizer shall be moved by any party prior to or at the AGM. In the event of any objections or issues whatsoever, by whomsoever, the same shall be decided by the Chairperson summarily, whose decision shall be final and who shall strive to complete the proceedings in an orderly manner. Any such issues shall be included in the report to be filed by the Chairperson and Scrutinizer. The Chairperson shall be empowered to regulate/restrict entry to the Board Meeting/AGM to only concerned and authorized persons. Any report of unruly conduct or obstruction of proceedings shall be viewed seriously. The Chairperson shall be entitled to summarily disconnect from VC any obstructive person or require him to leave the venue of the Board Meeting/AGM, if present physically - All directors and shareholders of the Respondent company shall provide required assistance to the Chairperson and make available all information needed. List the matter together with pending IAs on 27.01.2022. - Application disposed off.

Summary

Issues:
- Convening a general meeting of the Respondent Company
- Appointment of an Independent Chairman for the meeting
- Granting any other relief or passing any order(s) deemed fit by the Tribunal
- Deadlock between two groups holding 50% equity shares
- Stalemate situation leading to non-convening of AGM for 2 years
- Direction for AGM to be held urgently
- Appointment of an independent Chairperson for AGM
- Conduct of AGM through VC and OAVM
- Agenda for AGM limited to specific items
- Payment terms for Chairperson and Scrutinizer
- Reporting requirements post AGM
- Decision-making authority of Chairperson
- Regulation of entry to the Board Meeting/AGM
- Cooperation required from directors and shareholders
- Direction for parties to meet cordially for settlement
- Filing replies to the instant IA(CA) within 4 weeks

Detailed Analysis:

1. Convening a general meeting: The IA was filed seeking the convening of a general meeting of the Respondent Company due to a deadlock between two groups holding 50% equity shares. The Tribunal directed the AGM to be held urgently to address the stalemate situation and ensure the company's business health. The meeting was scheduled for a specific date to consider and approve accounts for financial years ending on 31.03.2020 and 31.03.2021, along with the appointment of auditors.

2. Appointment of an Independent Chairman: An Independent Chairman was appointed for the AGM to ensure impartial conduct. The Chairperson was tasked with finalizing the agenda, conducting the meeting through virtual means, and ensuring compliance with relevant standards. The Chairperson was also authorized to make decisions in case of conflicting viewpoints, particularly regarding accounts, and to regulate entry to the meeting.

3. Granting other relief or passing orders: The Tribunal directed the appointment of a Scrutinizer to assist the Chairperson in secretarial tasks and mandated the filing of a report on the proceedings of the Board Meeting and AGM. The Chairperson and Scrutinizer were to be paid an honorarium, shared equally by the two groups, and were required to submit a report to the Tribunal within a week after the AGM.

4. Direction for parties to meet cordially: The parties were directed to meet cordially to settle their disputes amicably, emphasizing cooperation and refraining from non-cooperative conduct. The Respondents were instructed to file replies to the IA within four weeks, with an advance copy to the opposite counsels, and the matter was listed for further hearing on a specified date.

5. Regulation of proceedings and cooperation: The Chairperson was empowered to regulate the proceedings, decide on objections summarily, and ensure orderly conduct of the AGM. Directors and shareholders were required to provide necessary assistance and cooperation, with non-cooperation viewed seriously. The Chairperson was also authorized to authorize any employee for specific actions if required.

6. Reporting and compliance: The Chairperson and Scrutinizer were tasked with filing a report on the proceedings, with specific instructions on the conduct of the meeting and voting process. The Tribunal emphasized compliance with the directives issued and required all parties to refrain from taking any consequential actions until the report had been considered and appropriate directions issued.

7. Overall compliance and future directions: The Tribunal kept the issue of any other interim relief open and directed parties to comply with the orders issued. The Registry was instructed to provide copies of the Order to the Counsels and the appointed Chairperson, along with soft copies of all pleadings and documents for reference.