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TMI Blog2021 (2) TMI 122X X X X Extracts X X X X X X X X Extracts X X X X ..... er dated 25.11.2019, it is seen stated that the Respondent/Petitioner in IA submitted that IA/6/KOB/2019 is not maintainable under Section 97(1) as the IA was filed by R1. Counsel for Respondent/Petitioner in IA has not pressed for this IA and informed that for this purpose another IA is being filed with the same contents by a Member. Hence IA 6/KOB/2019 stands dismissed. The applicant in that IA was Kerala Chamber of Commerce Industry. Thereafter, the applicant herein (Kerala Chamber of Commerce Industry) filed IA/66/KOB/2019 taking the contentions raised in IA 6/KOB/2019. Hence the words used in place of IA/6/KOB/2019 is correctly used based upon the records. Hence no rectification is necessary in Para 2 of the order in IA/66/KOB/2019. Seeking to recall the appointment of Justice K.Narayana Kurup as the Chairman to the AGM of the Applicant Chamber - HELD THAT:- Since there was no consensus among the petitioners and respondents with regard to the name of the Chairman to be appointed, for conducting the AGM, a request has been made by both the parties before this Tribunal to decide the name of an independent person by this Tribunal, for appointment as Chairman, and taki ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the AGMs of M/s Kerala Chamber of Commerce and Industry, and that he has taken charge as the Chairman, there is no question of permitting the applicant Chamber of Commerce Industry to hold its AGMs following the judgment of the Hon ble High Court of Kerala dated 2.9.2019 that the AGM shall be convened and conducted in accordance with Rules and Ext.B2 by-laws, with an outer limit of three months agreed to by both sides. This fact was taken into consideration while passing the orders in IA.66/KOB/2019. In para 16 of the order, it is stated that the NCLT appointed Chairman may approach the Hon ble High Court of Kerala for extension of time limit, if it is necessary, to enable him to complete the task entrusted to him. Hence a direction to the Chamber of Commerce to hold the AGM cannot be allowed. All the parties are directed to co-operate with the Chairman for conducting the meeting of the AGMs. Application allowed in part. - IA No. 99/KOB/2020 In IA/66/KOB/2019 in TCP/22/KOB/2019 - - - Dated:- 27-11-2020 - Hon ble Mr. Ashok Kumar Borah , Member ( Judicial ) For the Applicant : Shri Shivshankar R.Panicker, Advocate For the NCLT appointed Chairman : Shri Manuel Viv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... District and Sessions Judge as the interim Chairman to conduct the 61st AGM instead of Mr. Justice K Narayana Kurup. (g) The directions in the impugned order are inconsistent with the directions issued by the Hon ble High Court of Kerala in the order dated 2.11.2019 in OP (C) 12084/2019. (h) Mr.A.J.Rajan s appointment has to be modified to clarify that the Secretary of the applicant chamber ought to assist the interim Chairman/observer for conducting the AGMs. (i) Without hearing the applicant Chamber, the Tribunal appointed Mr.A.J.Rajan as the Secretary, as his name is neither raised nor argued in IA No.66/ KOB/2019, (j) Appointment of Mr.A.J.Rajan is not as per the procedure under the Articles of Association of the applicant Chamber. 3. Even though notice was issued to the respondents, only the petitioners in the Company Petition filed their argument notes. The applicant has also filed written submission. Other respondents have neither appeared nor filed any written submission. 4. In the written submission filed by the petitioners, they have raised a contention that the applicant herein Smt. Nimmi John Chakkola is not competent to file the application on behalf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gh Court of Delhi in Baljeet Joly Vs. Commissioner, Income Tax, ITC 17/96 in which it is stated that no doubt true that a mistake capable of being rectified under Section 254(2) is not confined to clerical or arithmetical mistakes. On the other hand, it does not cover any mistake may be discovered by a complicated process of investigation, argument or proof. The Hon ble Supreme Court in Master construction Co (P) Ltd. Vs. State of Orissa (1966) 17 STC 360 held that an error which is apparent on the face of the record should be one which is not an error which depends for its discovery on elaborate arguments on questions of fact of law . He has also produced the order of NCLT Ahmedabad in Alliance Industries Limited and others. All the above judgments/orders would show that the Tribunal has power to rectify any clerical or arithmetical mistakes and a mistake that may be discovered by a complicated process of investigation, argument or proof. 6. This Tribunal heard the learned counsel appearing for the applicant Shri Shivshanker R. Panicker and the learned counsel appearing on behalf of the NCLT appointed Chairman, through video conferencing, even though the NCLT appointed Ch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation of the directions of the NCLT by the R1 Company with the appointed Chairman, Shri P.S.Antony expressed his inability to continue as Chairman. 2. Therefore, the counsel for the respondents/petitioners submitted that the Annual General Meeting of the Respondent No.1 Company has not taken place for a long time and suggested to appoint Shri K.M.Balachandran, Retired District Judge one independent Chairman for conducting the AGM for the years 2017-18 and 2018-19. 3. During the hearing of IA /66/KOB/2016 the learned counsel for the petitioner in the said IA suggested two names to consider as an independent Chairman for conducting the AGMS, viz: (A) Justice Shri P.N.Ravindran, Retired Judge, High Court of Kerala (B) Shri P.Sivakumar, Company Secretary. On the other hand, learned counsel for the petitioner in the main company petition did not agree with the above names suggested by the counsel for the petitioner in the IA. Since there was no consensus among the petitioners and respondents with regard to the name of the Chairman to be appointed, for conducting the AGM, a request has been made by both the parties before this Tribunal to decide the name of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an will be at liberty to utilize the facilities of Respondent No.1 Company including the services of the Secretary Mr.A.J. Rajan and other staff for conducting the AGMs smoothly. 11. As regards prayer (v) in view of the fact that there is nothing wrong in the appointment of Mr. Justice K.Narayana Kurup as NCLT appointed Chairman to conduct the AGMs of M/s Kerala Chamber of Commerce and Industry, and that he has taken charge as the Chairman, there is no question of permitting the applicant Chamber of Commerce Industry to hold its AGMs following the judgment of the Hon ble High Court of Kerala dated 2.9.2019 that the AGM shall be convened and conducted in accordance with Rules and Ext.B2 by-laws, with an outer limit of three months agreed to by both sides. This fact was taken into consideration while passing the orders in IA.66/KOB/2019. In para 16 of the order, it is stated that the NCLT appointed Chairman may approach the Hon ble High Court of Kerala for extension of time limit, if it is necessary, to enable him to complete the task entrusted to him. Hence a direction to the Chamber of Commerce to hold the AGM cannot be allowed. All the parties are directed to co-operate with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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