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TMI Blog2023 (8) TMI 490X X X X Extracts X X X X X X X X Extracts X X X X ..... 09.2017 objecting to the AGM held on 28.09.2017 and on 03.10.2017 the Petitioner/Appellant received a Notice that the AGM would be held on 05.10.2017. Another notice was also received on 07.10.2017 calling for a Board Meeting on 14.10.2017 only to add more number of Members. It is contended that the 2nd respondent has filed INC-22 with the Registrar of the Companies, authorizing the shifting of the office from its registered office which is based on the meeting said to be conducted on 05.10.2017, against which act the Petitioner/Appellant had lodged a Complaint with the Police. On 13.10.2017, the Petitioner received an e-mail informing that due to the administrative reasons, the meeting was postponed to 18.10.2017. It is seen from the recor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheduled to be held on 28.09.2017 - A Board Meeting was once again called on 14.10.2017 for approving the Financial Statements and the Directors and Auditor s report. Once again the Appellant did not attend the Board Meeting held on 14.10.2017. The record shows that the Petitioner owns 10% shares and the Minority Shareholder and had not attended the Board Meetings held on 28.09.2017, 05.10.2017 and also on 14.10.2017, despite service of notice, and therefore, now belatedly cannot raise the contention that the induction of the 3rd and 4th Respondents as Directors, is invalid, filing of the financial statements is non-est and that the very meetings have to be declared as illegal. There are no legality or infirmity in the well-reasoned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gality of the Extraordinary General Meeting (EGM) conducted on 31.03.2016 without the approval of the Board of Directors is non-compliance with Clause 43 of the Articles of Association of the 1st Respondent Company and arrived at an erroneous conclusion. 4) It is also submitted that the Board meeting held on 07.03.2017 was illegal as it is contrary to the declaration, the Annual Returns filed by the Company. It is vehemently argued that the convening of the Extraordinary General Meeting (EGM) and filing of returns with ROC, for enhancing the Authorized Share Capital amounts to fraud within the meaning of Sections 447, 448 and 449 of the Companies Act, 2013. Form SH7 and NGT-14 requirements were not complied with. The allotment of 14,000 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lakh and it was increased to Rs.20 lakhs and the paid-up capital was also increased from Rs.1 lakh to Rs.15 lakhs on 31.03.2016. It is the case of the Appellant that this increase is illegal and fraudulent and is liable to be set aside. 6) It is the case of the Appellant that the 2nd Respondent submitted incomplete forms with the ROC to give an impression that there was a Board Meeting on 07.03.2016 to call and hold an Extraordinary General Meeting (EGM) and a General Meeting on 31.03.2016. 7) It is the case of the Appellant that though the record of the RoC shows that there were several Board meetings held, no such Meeting was ever held. It is also the case of the Appellant that there are only two Directors and two Shareholders and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the contention of the Learned Counsel for the Appellant that the enhancement of the Authorized Share Capital on 31.03.2016 is illegal, it is seen from the record that the extract of the Resolution Anx.R6 in which the Petitioner and the 2nd Respondent had signed, establishes the enhancement of the Authorized Share Capital. The Financial Statements of the Assessment Year of 2015-16, 2016-17 showing the enhanced share capital further substantiates that the enhanced share capital was accepted by the Petitioner as the Anx-4 document shows that these Financial Statements have been duly signed by the Petitioner, the 2nd Respondent and the Auditor of the Company. Therefore, this Tribunal agrees with the finding of the NCLT that the enhancement of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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