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2022 (1) TMI 464 - Tri - Companies LawSeeking the convening of a general meeting of the Respondent Company - Seeking to appoint an Independent Chairman for the meeting so ordered to conduct the meeting in a professional and impartial manner - HELD THAT:- The Board Meeting and AGM may not proceed without creation of hurdles by either side and therefore it is directed that an independent Chairperson shall chair the aforesaid Board Meeting and AGM, supported by a Scrutinizer, assisting in Secretarial tasks inter-alia for attendance, proxy, polling, etc., and they shall jointly file a report before this Bench on the proceedings of the Board Meeting and AGM. Though the Scrutinizer shall mainly assist the Chairperson in the AGM, he shall also assist in the Board meeting for contextual continuity. The Agenda for AGM shall be limited to the presentation/finalisation of the accounts for the relevant financial years and the appointment of auditor and his/their fees. The Agenda shall be finalised immediately by the Chairperson and sent to counsels of the parties for onward communication to their clients. If for any reason the Agenda cannot be circulated as directed, it shall be deemed to be the Agenda - The Chairperson and the Scrutinizer shall be paid an honorarium of ₹ 65,000/- & ₹ 45,000/- respectively which will be shared equally by the SG & HPS groups, besides equal sharing of out-of-pocket and incidental expenses, or alternately paid by the Respondent company. The report of the Chairperson & Scrutinizer shall be filed before the Tribunal within a week after conclusion of the AGM and a copy of the same shall be provided to the counsels for the parties. No motion seeking change or removal or suspension of the Chairperson or the Scrutinizer shall be moved by any party prior to or at the AGM. In the event of any objections or issues whatsoever, by whomsoever, the same shall be decided by the Chairperson summarily, whose decision shall be final and who shall strive to complete the proceedings in an orderly manner. Any such issues shall be included in the report to be filed by the Chairperson and Scrutinizer. The Chairperson shall be empowered to regulate/restrict entry to the Board Meeting/AGM to only concerned and authorized persons. Any report of unruly conduct or obstruction of proceedings shall be viewed seriously. The Chairperson shall be entitled to summarily disconnect from VC any obstructive person or require him to leave the venue of the Board Meeting/AGM, if present physically - All directors and shareholders of the Respondent company shall provide required assistance to the Chairperson and make available all information needed. List the matter together with pending IAs on 27.01.2022. - Application disposed off.
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