TMI Blog2018 (10) TMI 1259X X X X Extracts X X X X X X X X Extracts X X X X ..... ima facie case, the NCLT still considered his grievances and found it fit to dismiss the Petition at the preliminary stage itself. We do not find any reason to interfere.The Company Petition is dismissed. Impugned Order is maintained. - Company Appeal (AT) No.73 of 2018 - - - Dated:- 19-9-2018 - Mr A.I.S. Cheema, Member (Judicial) And Mr Balvinder Singh, Member (Technical) For The Appellant : Shri Abhijeet Sinha, Shri Kumarjit Banerjee, Ms. Pratiksha Sharma, Shri Ankit Acharya, Ms. Jyoti Singh and Shri Aditya Shukla, Advocates For The Respondents : Shri Vikas Mishra, Shri Shaleen Srivastava, Shri Shashwat Tripathi and Ms. Malini Sud, Advocates JUDGEMENT A.I.S. Cheema, J. : 1. This Appeal has been filed by the Appellant Ramprasad Dalmia being aggrieved by the dismissal of his Company Petition No.271/CHD/PB/217 vide Impugned Order dated 20th December, 2017 passed by National Company Law Tribunal, Chandigarh Bench ( NCLT , in short). The Company Petition was filed relying on Sections 96-98, 101-102, 107 read with Sections 118 and 121 of the Companies Act, 2013 ( new Act , in short) questioning the manner in which Respondents held Annual General M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odged his protest through his proxy regarding the manner in which the said AGM was conducted, against the Act and Rules and Articles of Association. That, the conducting of the meeting was in violation of mandatory statutory provisions and decisions taken are non-est; 2.4 That, the report of the AGM was filed by the Company with Bombay Stock Exchange but it does not reflect the actual business transacted at the AGM. That, one Sudhir Avasthi, CEO was not present in the meeting but in the Report he was incorrectly and falsely shown as special invitee. (The Appellant filed copy of the Report along with Petition); 2.5 The Petition prayed to declare the AGM non-est and/or void ab-initio; also that the resolutions taken were void as AGM was held violating procedural norms and rules; another prayer is - to direct convening of AGM. 3. The Company Petition has been signed and verified by the Appellant. With the Company Petition, an Affidavit was filed (Appeal Page 89) as if the authorized representative of the Petitioner (Appellant) was swearing it but the Appellant himself appears to have signed the Affidavit. 4. The Company Petition as above was heard at preliminary stage it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Impugned Order shows that after considering such documents, the NCLT proceeded to consider Sections 241 and 244 to observe that the acts alleged as of non-compliance of provisions may be amounting to offence or act of oppression and mismanagement. With regard to oppression and mismanagement, the view of the NCLT, appears to be that no case of exemption had been made out by the Petitioner Appellant. NCLT observed that the Appellant had devised a way of coming to NCLT by claiming the petition to be under Sections 96, 98 and the other Sections as mentioned. The NCLT went on to dismiss the Petition with costs of ₹ 50,000/-. 5. The present Appeal is filed by the Appellant and claims that he had shown in the petition filed that there was non-compliance of relevant provisions in the holding of AGM. It is claimed that the Appellant was present in the AGM through his representative but the Board of Directors were not present. It is claimed that the report sent by the Respondent Company to Bombay Stock Exchange did not correctly reflect the business transacted in the AGM. That, it falsely showed that Sudhir Avasthi, CEO was present as special invitee although he was not present. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act. 167. Power of Central Government to call annual general meeting. (1) If default is made in holding an annual general meeting in accordance with section 166, the Central Government may , notwithstanding anything in this Act or in the articles of the company, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Central Government thinks expedient in relation to the calling, holding and conducting of the meeting. Explanation.- The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Stock Exchange gives particulars regarding the developments which took place at the time of meeting. The counsel referred to Section 121 of the new Act which reads as under:- 121. Report on annual general meeting.- (1) Every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder. (2) The company shall file with the Registrar a copy of the report referred to in subsection (1) within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed, or with such additional fees as may be prescribed, within the time as specified, under section 403. (3) If the company fails to file the report under sub-section (2) before the expiry of the period specified under section 403 with additional [fees], the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... each year or the words also include the manner in which the AGM is held. Although the question is raised, in the facts of the matter, we are not entering into this question in this case to record our opinion on the issue. In present matter, it is not necessary for us to deal with the question. The reason is that when we have gone through the Company Petition and record and heard the parties, it is apparent on the face of record that the Appellant admittedly himself did not attend the said AGM. He claims that he had sent his authorized representative. Thus whatever allegations the Appellant is making regarding non-compliance or procedural irregularities in the AGM, is based on the hearsay from said authorized representative whose name also is not disclosed. Although the Company Petition claimed that there were other shareholders also who raised objections in the AGM, no particulars of any such shareholders are disclosed. Although it is alleged that the Petitioner (admittedly he was not personally present) and other shareholders were threatened with dire consequences, no particulars of alleged threats are available. Although the Appellant claimed that the Appellant had duly lodged ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
