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TMI Blog2023 (4) TMI 1202X X X X Extracts X X X X X X X X Extracts X X X X ..... o not find any error or infirmity in the impugned order dated 20.02.2019 - Appeal dismissed. - Company Appeal (AT) No. 73 of 2020 - - - Dated:- 27-4-2023 - [Justice Rakesh Kumar Jain] Member (Judicial) And [Naresh Salecha] Member (Technical) For the Appellants : Mr. Neeraj Yadav, Advocate. For the Respondent : Mr. U.K. Singhal, Advocate. Mr. Akshit Gupta, CS. JUDGMENT NARESH SALECHA, MEMBER ( TECHNICAL ) 1. The present appeal has been filed under Section 421 of the Companies Act, 2013 against the impugned order dated 20.02.2019 in CA/390/ND/2018 in CP-220/PB/2018 by the Tribunal (National Company Law Tribunal, Division Bench, Delhi Bench- III), whereby the Tribunal allowed the Application of the Respondent for inspection of records on dates, time and venue to be decided by the Appellants under intimation to the Respondent within a week of pronouncement of said impugned order dated 20.02.2019. 2. Heard the Counsel for the Parties and perused the records made available including cited judgments. 3. It is the case of the Appellants that Appellant No. 1 Company was incorporated on 03.05.1989 by late Shri Shivlan Chawla along with other family m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith regard to Board composition and Shareholding till next date of hearing. 7. The Appellants submitted that while the main company petition bearing CA/390/ND/2018 in CP-220/PB/2018 was pending adjudication before the Tribunal , in the meantime, the impugned order dated 20.02.2019 was delivered, directing the Appellants herein to permit the Respondent to inspect the original statutory records as prayed in the application and directed the Appellants to fix dates, time and venue for such inspection under intimation to the Respondent within a week of the impugned order . The Appellants clarified that in compliance of the said order dated 20.02.2019, the Appellants vide e-mail dated 28.02.2020 intimated the Respondent dates, time and venue for inspection on 26.03.2020 for seven working days during business hours, however, the Respondent vide e-mail dated 29.02.2020 requested for early date. 8. The Appellants assailed the conduct of the Respondent who is involved in siphoning of money and taking action against the interest of Appellant No. 1 Company including breach of trust and therefore the Respondent is not entitled for such inspections of the record whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ectors without contributing to the business. 12. It is further the case of the Respondent that Appellant Nos. 2 to 4 have been involved in several acts of Oppression and Mismanagement including misappropriation and siphoning of funds, manipulation of accounts, under invoicing, denial of access to the Respondent of books of accounts etc. 13. The Respondent also assailed the conduct of the Appellants who called an illegal EGM and the Tribunal vide order dated 20.06.2018 stayed the convening of alleged EGM scheduled on 23.06.2018 as well as maintaining status-quo regarding board composition and shareholding pattern. 14. It is the case of the Respondent that as Shareholder Director, he has right to inspect the record of the company which is allowed in terms of Section 94, 119 and 128 of the Companies Act, 2013 and the Shareholder and Director cannot be denied the right of the shareholder/ director of inspection of the document. 15. Before going into specific examinations of the issues raised by the Appellants herein, it would be necessary to refer to the relevant law in Companies Act, 2013 and Rules thereunder as referred to by the parties during averments, whic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of three months from the date of the requisition. 119. Inspection of minute- books of general meeting - (1) The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot, shall (a) be kept at the registered office of the company; and (b) be open, during business hours, to the inspection by any member without charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection. (2) Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, and on payment of such fees as may be prescribed, with a copy of any minutes referred to in sub-section (1). (3) If any inspection under sub-section (1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein, the company s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditions as may be prescribed: Provided that the inspection in respect of any subsidiary of the company shall be done only by the person authorised in this behalf by a resolution of the Board of Directors. (4) Where an inspection is made under sub-section (3), the officers and other employees of the company shall give to the person making such inspection all assistance in connection with the inspection which the company may reasonably be expected to give. (5) The books of account of every company relating to a period of not less than eight financial years immediately preceding a financial year, or where the company had been in existence for a period less than eight years, in respect of all the preceding years together with the vouchers relevant to any entry in such books of account shall be kept in good order: Provided that where an investigation has been ordered in respect of the company under Chapter XIV, the Central Government may direct that the books of account may be kept for such longer period as it may deem fit. (6) If the managing director, the whole-time director in charge of finance, the Chief Financial Officer or any other person of a company cha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d due to insufficient time or for the company s default, the director may without prejudice to his right to be heard orally require that the representation shall be read out at the meeting Provided that copy of the representation need not be sent out and the representation need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Tribunal is satisfied that the rights conferred by this sub-section are being abused to secure needless publicity for defamatory matter; and the Tribunal may order the company s costs on the application to be paid in whole or in part by the director notwithstanding that he is not a party to it. (5) A vacancy created by the removal of a director under this section may, if he had been appointed by the company in general meeting or by the Board, be filled by the appointment of another director in his place at the meeting at which he is removed, provided special notice of the intended appointment has been given under sub-section (2). (6) A director so appointed shall hold office till the date up to which his predecessor would have held office if he had not been removed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter of members of the company within three days on which the requistionists deposit with the Company a valid requisition or calling an extraordinary general meeting. (7) Where the meeting is not convened, the requistionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty first a from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition. (8) The notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting. (emphasis supplied) 16. It is a fact that the Tribunal has stayed convening the EGM of the Appellant No. 1 Company and has also ordered for the status-quo to be maintained both regarding directorship of the Respondent as well as the shareholding pattern and therefore the Respondent -Mr. Gu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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