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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 ..... tioner/Mr. Radhakrishnan Babu Nirmala preferred this Appeal under Section 421 of the Companies Act, 2013 (hereinafter referred to as 'Act'). 2) By the Impugned Order, the NCLT has dismissed the Petition preferred by the Petitioner/Appellant framing the following issues: (i) Whether the enhancement of authorized share capital by resolution dated 31.03.2016 is valid? (ii) Whether the Annual General Meeting held on 05.10.2017 is valid? (iii) Whether the Form DIR-12 in respect of appointment of 3rd and 4th respondents is valid? The Learned Counsel for the Appellant submitted that the 'Tribunal' while passing the Impugned Order has failed to consider the legality of the enhancement of the authorized Share Capital from Rs.1 lakh to Rs.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l of the Board and is therefore non-est due to the violation of Clause-43 of the Articles of Association (AoA). A Single Member does not constitute a quorum which is provided for under Section 97 of the Act and therefore the AGM on 03.10.2017, is non-est. It is argued that the Tribunal has also not considered the legality of INC-22 filed with the Registrar of Companies authorizing the shifting of the Registered Office based on the AGM conducted on 05.10.2007 and failed to note that the actions of the Respondents amount to fraud, within the meaning of Sections 447, 448 and 449 of the Act. 5) It is seen from the record that the Petitioner and the 2nd Respondent are the Promoters/shareholders of M/s. Precise Limbus Eye Care Pvt. Ltd./1st Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M 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 record that the Company Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9.2017. It is not in dispute that the 'Appellant did not attend the meeting held on 28.09.2017 and hence for want of quorum, the AGM was adjourned to the same date in the next week i.e. 05.10.2017 and once again a Notice was sent to the Appellant informing the adjourned date of AGM, vide a letter on 29.09.2017 and also an e-mail on 03.10.2017. Admittedly, on 05.10.2017 the petitioner did not attend the AGM. In compliance of Section 103(3) of the Act, the AGM was held and the 3rd and 4th Respondents were appointed as Directors. In this meeting, a Resolution was passed shifting the Registered Office of the 1st Respondent Company. A Board Meeting was once again called on 14.10.2017 for approving the Financial Statements and the Directors and A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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