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TMI Blog2014 (4) TMI 1322X X X X Extracts X X X X X X X X Extracts X X X X ..... ares would also be listed on other stock exchanges, apart from Madras, Bangalore and Hyderabad Stock Exchanges. 2.2. It is the case of the petitioners that from the beginning, they have not received notice from the first respondent/company regarding convening of Annual General Meetings or Extraordinary General Meetings. Even though the first respondent/company involved in various activities like amalgamation, listing, de-listing, etc., for which the approval of the shareholders is required as per the provisions of the Companies Act, the respondents have not sent any notices to the petitioners, depriving them of their valuable right as shareholders. 2.3. It is stated that the petitioners sent a notice to the second respondent on 23.12.2004, marking a copy to the Registrar of Companies, regarding non receipt of the balance sheet and notices for the Annual General Meetings. The second respondent sent a reply on 3.1.2005, stating to have enclosed the copies of the balance sheets for the years 2001-02, 2002-03 and 2003-04; copy of the scheme of amalgamation; and copy of the EGM notice, which according to the petitioners are incomplete and bereft of particulars. It is stated that the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.1. In the counter affidavit filed by the respondents, it is averred as under: It is stated that the second respondent is a non executive director of the first respondent/company. It is stated that all the documents are available for inspection at the office of the Registrar of Companies and nothing has been concealed by the respondents. It is their case that the respondents have never persuaded the petitioners to invest in the equity shares of the first respondent/ company and any investment in shares is subject to the risk of earning in the business carried on by the company. 3.2. It is further stated that the respondents are not responsible for the non-delivery of the notices and their role ends with the despatch of notices through the Postal Department. It is their case that the meetings of the shareholders were convened before involving in activities like amalgamation, listing and de-listing, and thus, their transactions are transparent. It is their case that the first respondent did not flout the SEBI Guidelines and they will duly comply with the procedure contemplated. 3.3. It is the case of the respondents that the right to declare or not to declare dividend vests on t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tails sought for by the Chartered Accountant are in consonance with the direction issued by the Division Bench of this Court in the order dated 17.4.2009 in O.S.A.No.71 of 2009. 7. Challenging the order dated 7.4.2010 passed in C.A.No.744 of 2010, the respondents preferred an appeal in O.S.A.No.392 of 2010, contending, inter alia, that the Chartered Accountants cannot go into the correctness of the previously audited accounts. A Division Bench of this Court, by judgment dated 23.2.2011, dismissed the appeal, holding that the checklist of items called for by the auditors is in consonance with the direction issued by the Division Bench and it would not amount to investigation by the auditors. 8. In this backdrop of the case, this Court has heard the rival contentions of Mr. R. Venkatavardhan, learned Counsel appearing for the petitioners and Mr. K. Ramasamy, learned counsel appearing for the respondents and perused the documents filed. 9. Before proceeding further, it would be apposite to refer to the relevant provision, namely Section 237 of the Companies Act, 1956, which reads as under: "Section 237. Investigation of company's affairs in other cases.- Without prejudice t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... elevant to refer to a letter dated 9.2.2005 addressed to the Registrar of Companies by the first respondent/company which reads as under: "With reference to the above, we would like to state that as required by the statutes, every year we have complied with all the formalities of sending the documents to the shareholders before convening AGM. However, we have again forwarded copies of the Balance Sheet and other documents as required by the shareholder Mr. T. Kannan. Kindly note that as mentioned in our reply addressed to the shareholder, we would like to confirm that the company has taken all the necessary steps to get listed with NSE/BSE at the appropriate times in the interest of the shareholders and the organization. We are enclosing herewith a copy of the above said letter addressed to the Shareholder for your ready reference and record." It is not in dispute that even as on date, the respondents have not taken any steps to get listed with NSE/BSE. That apart, the Madras Stock Exchange Limited, in the communication dated 30.11.2006, addressed to the first petitioner has stated that even though equity shares of the first respondent/company are listed in their exchange, tradi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the Accounts of the said Company. b) We request the Honourable High Court to relieve us of the duties of verification of accounts of Shapre Infotech India Limited and allow us to adjust the part fee received from the respondent and petitioner (Rs.10,000/- each) towards the services rendered so far." 15. The only reason stated by the respondents so far for non compliance of the order passed by this Court earlier is "bulkiness of the records required" and that by no stretch of imagination can be accepted to be genuine ground for a period of over five years. The facts, as presented, clearly make out a case for this Court to direct the Central Government to order investigation into the affairs of the first respondent/company, more particularly in view of the fact that the first respondent/company has not furnished the information in respect of its affairs, which it is reasonably expected to furnish. The conduct of the business of the first respondent/company is oppressive to it members and the non-cooperation of the first respondent/company with the Chartered Accountants, despite series of orders of the Court, clearly goes to show that the respondents intend to thwart the attempts ..... X X X X Extracts X X X X X X X X Extracts X X X X
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