9911796707
TMI Blog2018 (2) TMI 1451X X X X Extracts X X X X X X X X Extracts X X X X ..... '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 Rs.8,00,00,000/- divided into 75,00,000 equity shares of Rs.10/- each and 50,000 preference shares of Rs.100/- each. The issued capital of the company is Rs.4,88,79,000/- divided into 48,87,890 equity shares. The petitioner holds 105 equity shares in this company. 3. The grievance of the petitioner company is the manner of holding of 44th Annual General Meeting (for brevity 'AGM') of the sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 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. The petitioner lodged his protest through proxy for the violation of the provisions of the Act and the Rules framed thereunder. 7. The prayer in this petition is to declare the AGM held at the registered office as non-est and void ab initio and the resolutions adopted thereunder may also be declared as void. The other alternative prayer is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upport 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 learned counsel for 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 framed thereunder. 13. The only requirement of Section 96 of the Act is holding o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . (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 record of the case as filed with petition shows that in respect of 44th AGM Annexure P-4 the number of the members present in the meeting was 25 and 8 were present through proxy. Based on the scrutinizers' reports, certain resolutions were passed except item No.2 relating to re-appointment of Amarjeet Kapoor as director in view of the disqualification incurred by him und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en 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 the Act in sub-section (1) says that the Tribunal may, after giving the parties to any proceeding before it, a reasonable opportunity of being heard, pass such order thereon as it thinks fit. 18. The instant petition is, therefore, dismissed at the preliminary stage with exemplary costs of Rs.50,000/- which the petitioner shall deposit with the Pay and Accounts Office of the Ministry of Cor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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