TMI Blog2022 (1) TMI 462X X X X Extracts X X X X X X X X Extracts X X X X ..... tained either in physical form or in electronic form. It is not mandatory that minutes has to be maintained in both the modes. The company itself stated that the records/minutes pertaining to the financial year 2018 onwards is available with them. The Respondents contention is that the petitioner has never made any request for inspection or make documents available to him and that the petitioner has never attended any of the AGM held by the Company. There is a dispute whether the petitioner sent any request and whether respondents received the same. This Tribunal cannot make a rowing inquiry into these matters. With regard to the minutes/records of the Financial Years 2015-2016 from the date of incorporation, an investigation is still with police authorities - it cannot be directed that the Respondents to provide these documents to the petitioner now, as the supply of the same will be subject to the outcome of the investigation of the police. There is no mismanagement alleged in this application. This application is disposed off with a direction to the Respondents to provide the documents sought for in this application from the Financial Year 2016-2017 onwards to the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strar of Companies, Kerala forwarded the said letter to the 1st Respondent company and sought their response on the complaint made by the petitioner. The 1st Respondent Company sent a reply to the Registrar of companies on 3rd December 2018. Based on the above letter of the 1st Respondent Company, the Registrar of Companies Kerala has sent letter No. ROCK/PC09/Comp./U25131KL1937PLC000692/923/2019 dated 08.04.2019. The letter of RoC is reproduced as under:- In view of this, it is to report that as the company has admittedly stated that the records of the company are not in their custody and that criminal case has been initiated against the alleged criminal action which is stated as pending. However, from the reply of the company dated 03.12.2018 and 25.02.2019 (signed by Sri. Vijaykumar Trehan), it is admittedly stated that the books of accounts and other documents of the company are not available with the company and the company apprehend that the same is under the illegal custody of others but the details of the legal course of action taken by the company have not been revealed. Moreover, other directors viz. Sri. Thomas Boben Abraham, Sri. Thomas Shobal Abraham and Smt. Rita ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... laint, there is no mention of theft of the Company records at all from her house. Further, even after confirming the alleged theft of the said books, records, returns, the Company has neither bothered to file a police complaint on Company's behalf before the police within which the flat is located nor taken any legal recourse to get back the books, records, returns, etc. 8. Respondents filed their counter and submitted that petitioner has approached this Tribunal with unclean hands with the intention of securing an order to circumvent the criminal prosecution being faced by the son of the petitioner for theft of the minute book from the house of Mrs. Jolly Thomas of which production is sought for in the present petition. The petitioner is guilty of suppression of material facts before this Tribunal. The books of the company were stolen in the year 2018 by none other than the son of the petitioner. Ms. Jacinth who is the sister of the petitioner and a shareholder in the company had immediately lodged an FIR with the police in respect of the theft of documents of the company by the son of the petitioner. Accordingly, the matter was being investigated into which the son of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en any request from the petitioner for inspection of the minutes post 2018. Therefore, the company petition is bereft of merits and deserves to be dismissed. 11. We have heard the learned counsel for the petitioner and the learned counsel for the respondents. In the present case the Petitioner's claim is that to the request made by him, no reply is received. However, the Respondents rebutted stating that all the documents were in the custody of Mrs. Jolly Thomas at her residence and the same was stolen by the son of the petitioner and a complaint to that effect was registered at the Calicut Police Station as FIR No. 102 on 01.03.2018 for illegal encroachment and occupation of the residence after the death of Mrs. Jolly Thomas. The learned counsel for the petitioner argued that Mrs. Jolly Thomas passed away on 16.12.2016 and after that statutory records sought by the petitioner pertaining to the financial years 2016-2017,2017-2018 and 2018-2019 cannot be said to be in her custody. 12. At this juncture, this Bench considers it necessary to quote Section 119 of the Act, which is as under: - 1) The books containing the minutes of the proceedings of any general meeting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 15.03.1937. The company is required to admit the request made by a shareholder by way of an application to the company specifically stating the reason for refusal of the request within the stipulated time of 7 working days as prescribed under Rule 26 of the Companies Management and Administration) Rules 2014. However, the Respondent Company failed to do so. 16. It is also pertinent to consider SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS, which is as under: - 7. Minutes Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. 7.1. Maintenance of Minutes 7.1.1 Minutes shall be recorded in books maintained for that purpose. 7.1.2 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. 7.1.3 Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp. A co ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
