2019 (10) TMI 1377 - Tri - Companies Law

Holding of AGM - appointment of Advocate Commissioner to preside over the said AGM - Advocate Commissioner to preside over the said AGM - HELD THAT - The interim orders were passed by this Tribunal in related cases against the same respondents. The petitioners of this lA have not provided any now evidence or shown a valid reason to modify our stand. Thus no interim order is required in this IA as sought for by the learned counsel for the petitioner at this stage. However the decision taken in the Board meeting dated 10-10-2019 as well as the resolutions to be passed in the AGM to be held on 31-10-2019 will be subject to the final orders of this Tribunal. Respondents are therefore directed to file their counter and petitioners may also file their rejoinder if any before the next date of hearing - List the matter for further hearing on 26-11-2019.

Summary

Issues:
- Interim reliefs sought in Company Petition
- Direction to hold Annual General Meeting (AGM)
- Review of notice of AGM and related resolutions
- Need for interim orders based on evidence presented

Interim Reliefs Sought in Company Petition:
The petitioner filed an IA seeking interim reliefs in the Company Petition, including staying a notice, directing the convening of an AGM, appointing an Advocate Commissioner for the AGM, and specifying subjects for consideration at the AGM. The resolutions at the AGM were to be by secret ballot. The Advocate Commissioner was to submit a report within 48 hours of the AGM.

Direction to Hold Annual General Meeting (AGM):
The main Company Petition was filed under sections 96 and 97(1) of the Companies Act, requesting direction for holding the AGM of the Respondent Company. The notice of the AGM included agenda items related to financial statements, appointment of auditors, managing director, whole-time director, company secretary, statutory auditors, signatories for bank accounts, and declaration of dividend.

Review of Notice of AGM and Related Resolutions:
Upon reviewing the records and the notice of the AGM, the Tribunal noted the agenda items, including adopting financial statements and re-appointing auditors. After hearing both parties, the Tribunal observed that no new evidence or valid reasons were presented to warrant interim orders at that stage. The decisions in the Board meeting and resolutions at the upcoming AGM were to be subject to the final orders of the Tribunal.

Need for Interim Orders Based on Evidence Presented:
The Tribunal concluded that no interim order was necessary based on the lack of new evidence or valid reasons provided by the petitioners. The respondents were directed to file their counter, and the petitioners were allowed to file a rejoinder before the next hearing date. The matter was listed for further hearing on 26-11-2019, with the final orders of the Tribunal to determine the decisions made in the Board meeting and the AGM resolutions.