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2018 (2) TMI 1451 - Tri - Companies LawManner of holding of 44th Annual General Meeting of the shareholders of the company - non compiling with the provisions of the Companies (Management and Administration) Rules, 2014 - oppression or mis-management - Held that:- Filing of the instant petition is simply an abuse of the process of the Court and to harass the company and its management. Except the name of respondent No.5 Mr.Sudhir Avasthi, there is not even remote reference to the role of respondents No.2 to 4 and in what capacity, they have been impleaded. Name of respondent No.2 as a Director of the company appears in the Report Annexure P-4 sent to BSE. In order to support the contention that the company has not complied with the provisions of the Companies (Management and Administration) Rules, 2014, the petitioner has not appended with this report, copy of Form No.MGT-15, prescribed in the aforesaid Rules, which the company is required to file with the Registrar of Companies. In the absence of filing of such form, it is not possible to accept the contention raised by the petitioner. In any case, if there is any violation, the remedy is not to file a petition before the Tribunal, but before the appropriate authority for violation, if any, of the provisions of the Companies Act, 2013 and the rules framed thereunder. The only requirement of Section 96 of the Act is holding of AGM of the company each year, which has been complied with. The manner in which the meeting has been conducted cannot be raised as a question before the Tribunal. It is simply alleged in the petition that the petitioner was present through his representative and certain other shareholders present also raised objection, but the name of any such person, has not been mentioned. The petitioner has not disclosed the name of his representative present in meeting nor any affidavit of the said representative to support this allegation. The petitioner has also stated that shareholders were threatened by the management at the time of voting, but it is not the case of the petitioner that any complaint with the concerned police station was lodged to support this assertion. Non-compliance of certain provisions, the same may amount to an offence or an act of oppression or mis-management for which the requisite percentage of the shareholders is necessary to maintain a petition under Section 241 of the Act. Section 244 of the Act deals with the right of the members to file a petition on the ground of oppression and mis-management. The instant petition is, therefore, dismissed at the preliminary stage with exemplary costs of ₹50,000/-
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