TMI Blog2022 (1) TMI 464X X X X Extracts X X X X X X X X Extracts X X X X ..... oard 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, beside ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Member (J) And Raghu Nayyar, Member (T) For the Appellant : Ashish Mohan and Umang Gupta, Advs. For the Respondents : P.P. Chaudhary, Sr. Adv., Pranav Sharma and Sunil Rewar, Advs. ORDER IA (CA) No. 02/JPR/2021 1. This IA has been filed by Mr. Sanjay Gupta Ors. inter-alia seeking the convening of a general meeting of the Respondent Company in such manner as the Tribunal may deem fit with the following prayers: (a) Call/order a general meeting of the Respondent Company in such manner as the Hon'ble Tribunal deem fit; (b) Appoint an Independent Chairman for the meeting so ordered to conduct the meeting in a professional and impartial manner, and (c) Grant any other relief or pass any order(s) that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld on an urgent basis, specially since the last date for filing statutory returns is 31.12.2021. In any case of infighting amongst shareholders, the primary concern of the Tribunal is that of the business health and the ongoing nature of a company. With such perspective and under the circumstances, we direct that an AGM be called on Thursday, 30.12.2021 at 11:00 am for the limited purpose of considering, approving and adopting accounts as reflected in financial position of the company for the financial years ending on 31.03.2020 and 31.03.2021, along with ratification of the statutory auditor and payment terms thereof. The base year for opening balances for 2019-2020 shall be as per the closing balances for 2018-2019, subject to any adjustm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said 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. Mr. Saurabh Malpani, Practising Chartered Accountant, (Mobile No. 9829190355) (E-mail: malpanijpr@gmail.com) is appointed as the Chairperson and he shall induct/co-opt any person of choice to be the Scrutinizer for the AGM. The said AGM shall be held as directed by the said Chairperson through VC and OAVM, including Webex/Zoom and also include hybrid option for physic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. We direct that conduct of the meeting and voting on all points of Agenda shall be carried out, notwithstanding raising of any technical objection by either party or group, in a bid to stall the proceedings or otherwise. A soft copy of all pleadings/documents of this matter shall be provided by the Court Officer to the Chairperson nominated herein for reference. 6. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Respondent Company to extend all cooperation to the Chairperson and Scrutinizer for proper preparation and holding of the Board Meeting/AGM. Any non-cooperation shall be viewed seriously. 8. Other than as stated hereinabove the issue of any other interim relief is kept open. Parties are directed to refrain from any non-cooperative conduct. 9. Parties, particularly Petitioner No. 1 and Respondent No. 2, are directed to meet cordially, with and/or without the presence of the counsels to arrive at an amicable understanding for settlement of their inter-se disputes. 10. Respondents are directed to file replies, if any, to the instant IA(CA) within 4 weeks with advance copy to the opposite counsels. CP No. 10/241-242/JPR/2021 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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