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TMI Blog2021 (12) TMI 248X X X X Extracts X X X X X X X X Extracts X X X X ..... tification issued by Ministry of Corporate Affairs. The AGM held on 18.09.2021 is to be declared as null and void. Hence, it is declared that the AGM of the Company held on 18.09.2021 as null and void and the respondents are restrained from implementing any resolutions passed in the said AGM until further orders. Application disposed off. - Comp. Appln. 68/KOB/2021 in CP/114/KOB/2019 - - - Dated:- 18-11-2021 - Rajesh Sharma, Member (T) And Ashok Kumar Borah, Member (J) For the Appellant : Sukumar Ninan Oommen, Advocate For the Respondents : George G. Poothicote, Advocate, Zibi Jose, PCS and Sumith Agarwal, PCS ORDER Rajesh Sharma, Member (T) 1. This is an application filed in CP/114/KON/2019 under Rule 11 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Company and for the appointment of an Advocate Commissioner to inspect the records of the Company. The affairs of the Company are being conducted in a manner oppressive to the majority shareholders of the Company. 4. This Tribunal heard exhaustive arguments of the learned counsel for the Petitioners on 05.04.2021 and 23.04.2021. This Tribunal was constrained to adjourn the hearing of the arguments on request of the Respondents in the Company Petition and connected cases from 28.04.2021 to 31.05.2021, from 31.05.2021 to 30.06.2021, and now to 28.07.2021. 5. Meanwhile, in continuing demonstration of arrogance and contempt for the judicial process, the 2nd Respondent has convened a meeting of the Board of Directors of the Company a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the private Companies shall ensure that the interests of the shareholders are protected. 7. It is stated that the shareholders' interests have not in any manner been compromised. This company is a private limited company wherein the shareholders are close family members. The purpose of this meeting was solely for the agenda relating to adoption of the Financial Statements as required u/s. 129(2). 8. It is also stated that no business that affected shareholders' interests in any manner whatsoever were proposed to be transacted in the agenda. No distinction between shareholders was made. The intention of the Government Order was to ensure that Private Limited Companies are not burdened with regulations and compliances and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 days. It is only as an afterthought that they have objected to the period of notice and even so there is no whisper of any curtailment of shareholders' interests 11. The Petitioner and her group did not attend the AGM of 2020-21 held on 18.09.2021 and also did not attend the AGM of 2019-20. The AGM held on 18.9.2021 had only one agenda item relating to adoption of financial statements for the year 2020-21. In IA/68, the relief sought is stay of all board meetings and AGMs of the Company till CP/114/KOB/2019 is disposed of. 12. We have heard the learned counsel for the applicants/petitioners and the learned counsel for the respondents. The contention of the petitioners is that an AGM of the respondent company was held on 18.09. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sub-clause or sub-section shall apply. XXXX 2. The private companies, while complying. with such exceptions, modifications and adaptations, as specified in Column (3) of the aforesaid Table, shall ensure that the interests of their shareholders are protected. (emphasis supplied). 14. From a reading of the above, it is clear that Clause 3 of the aforesaid notification is applicable to a private company only if the interests of their shareholders are protected. In this case, since some of the shareholders (petitioners and Respondent No. 4) objected to the convening of the AGM, the AGM held without considering their request is against the spirit of the notification issued by Ministry of Corporate Aff ..... X X X X Extracts X X X X X X X X Extracts X X X X
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