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TMI Blog2018 (2) TMI 1451X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent No.2 as a Director of the company appears in the Report Annexure P-4 sent to BSE. In order to support the contention that the company has not complied with the provisions of the Companies (Management and Administration) Rules, 2014, the petitioner has not appended with this report, copy of Form No.MGT-15, prescribed in the aforesaid Rules, which the company is required to file with the Registrar of Companies. In the absence of filing of such form, it is not possible to accept the contention raised by the petitioner. In any case, if there is any violation, the remedy is not to file a petition before the Tribunal, but before the appropriate authority for violation, if any, of the provisions of the Companies Act, 2013 and the rules fr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er The matter was heard at the preliminary stage to find, if notice of the petition should be issued to the respondent. This petition has been filed under Sections 96-98, 101-102, 107 read with Sections 118 and 121 of the Companies Act, 2013 (for short to be referred here-in-after as the Act ). The petitioner is a shareholder of respondent company, which is a listed company incorporated with the Registrar of Companies, Punjab, having its registered office at Bahadurgarh, District Patiala, Punjab and therefore, the matter falls within the territorial jurisdiction of this Tribunal. 2. The authorised share capital of the company is ₹8,00,00,000/- divided into 75,00,000 equity shares of ₹10/- each and 50,000 preference shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheduled for 26.09.2017 at the registered office of the company. 5. The petitioner is stated to be an aged person and resident of Kolkata. He proposed to participate in the meeting through his representative and has also filed a proxy Form with the company notifying that he would participate in the meeting through his representative. 6. The petitioner was surprised to see that the Board of Directors was not present in the AGM. The resolution was not put to vote by show of hands, but it was simply adopted. Upon objection from the petitioner and certain other shareholders present in the AGM, the petitioner and other shareholders were threatened with dire consequences, if they do not accede to the manner, in which the AGM was conducted. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the Court and to harass the company and its management. Except the name of respondent No.5 Mr.Sudhir Avasthi, there is not even remote reference to the role of respondents No.2 to 4 and in what capacity, they have been impleaded. Name of respondent No.2 as a Director of the company appears in the Report Annexure P-4 sent to BSE. 12. In order to support the contention that the company has not complied with the provisions of the Companies (Management and Administration) Rules, 2014, the petitioner has not appended with this report, copy of Form No.MGT-15, prescribed in the aforesaid Rules, which the company is required to file with the Registrar of Companies. In the absence of filing of such form, it is not possible to accept the cont ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act. 15. Section 107 of the Act, which the learned counsel for the petitioner also referred pertains to the voting by show of hands unless a poll is demanded under Section 109 of the Act. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his or their shares; (b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members: Provided that the Tribunal may, on an application made to it in this behalf, waive all or any of the requirements specified in clause (a) or clause (b) so as to enable the members to apply under Section 241. No such case of exemption has been made out by the petitioner. 17. It is quite apparent from the above discussion that the petitioner has devised a way of coming up with a petition under Sections 96, 98, 101, 102, 107 etc. of the Act. The petition seemed to have been filed with an oblique motive, which deserves to be dismissed at the preliminary stage with heavy costs. Section 420 of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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