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TMI Blog2021 (6) TMI 529X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 59/KB/2021 in CP No. 11/KB/2016 - - - Dated:- 2-6-2021 - Rajasekhar V.K., Member (J) And Harish Chander Suri, Member (T) For the Appellant : Joy Saha, Sr. Adv., Swapna Choubey and Anshumala Bansal, Advs. For the Respondents : Anirban Ray, Priyanka Saha and Amritam Mandal, Advs. ORDER Rajasekhar V.K., Member (J) 1. Preamble 1.1. The main company petition bearing CP No. 61/KB/2021 has been filed by Mr. Om Prakash Agarwal and three others under 210, 213, 216, 241 and 246 of the Companies Act, 2013, alleging inter alia various acts of oppression and mismanagement against the respondents herein, and praying for an investigation. The applicants are stated to hold, in aggregate, 29.87% of the paid-up share capital of the company, with a further entitlement to 40.76% of the shares, which question is sub judice before the Hon'ble Calcutta High Court in CS No. 146/2012. 1.2. CA No. 59/KB/2021 has been filed by the applicants inter alia seeking interim reliefs as follows: - (a) Setting aside the notice dated 03.03.2021 issued by Respondent No. 2 for an Extraordinary General Meeting (EGM) of the Respondent No. 1 company to be held on 30.03.2021 as ill ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Oils Private Limited together with its Goods Services Tax Identification Number (GSTIN) was hanging on the factory premises of the factory of Capricorn Oils Limited. The applicants have immediately raised the issue by their letter. Annexure B to the Supplementary Affidavit, page 12 2.4. The applicants further state that their representatives attended the EGM held on 30.03.2021, when the following events took place : a. The representatives of the petitioner group were not allowed to enter the factory/registered office complex from the front gate by the personnel of Ashian Oils Private Limited as the said personnel of Ashian Oils Private Limited claimed that the area was under their occupation. b. The management of Capricorn Oils Limited did not permit the representatives of the petitioner group to enter the registered office of the company but instead held the EGM in a godown on the premises. c. The company had two units and a godown on the premises. Unit-1 being the Solvent Extraction Plant had been razed to the ground and no machinery or plant existed anymore. d. Unit-2 was under the occupation of Ashian Oils Private Limited and the godown was on rent t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sale of the assets of the company as an amount of ₹ 1,02,50,000/- is being shown as advance against sale of assets as on 31.03.2020.- Annexure H, SA, pages 23 to 63 @pp55, last entry It has been submitted by the respondents that the said advance was not against the sale of fixed assets as now proposed. 2.9. It is the applicants' apprehension that since the company does not have any production or manufacturing of its own, with one unit razed to ground and the other on rent to Ashian Oils, there are no other assets for sale of which the said advance could have been taken. 2.10. The applicants state that the loans and advances given to the company by the applicants have also apparently disappeared from the books of the company and such information has been provided for the first time to the petitioner group only through the letter dated 31.03.2021. The company had not filed any accounts or annual returns for the financial years 2013-2017 and no AGM was held during the said period. It was only in 2018 under the Condonation of Delay Scheme, 2018, that backdated accounts were filed by the Company after the rights issue; and it was not possible to ascertain the status o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting of a company may be called by giving not less than clear twenty-one days' notice either in writing or through electronic mode in such manner as may be prescribed: Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent of the members entitled to vote at such meeting. of the Companies Act, 2013, which mandates giving at least twenty-one days' clear notice. 3.3. Secretarial Standard-2 (SS-2) has been notified vide ICSI's notification No. 1(SS)/2015 dated 23.04.2015, effective from 01.07.2015. Section 118(10)- (10) Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government. of the Companies Act, 2013, mandates every company to observe secretarial standards with respect to general and board meetings, and therefore have the force of law. Para 1.2.6- 1.2.6 Notice and accompanying documents shall be given at least twenty-one clear days in a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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