Observer appointed for AGM monitoring, Petitioner granted record inspection, video recording ordered

The Tribunal appointed Mr. P. Nagesh as an observer for the Annual General Meeting (AGM) following the Petitioner's request and concerns raised by the Respondent. The observer was tasked with monitoring the proceedings and submitting a report. The Petitioner was granted the right to inspect company records through a qualified professional. Video recording of the AGM was ordered for transparency. The Respondents were restrained from pursuing Criminal Proceedings until the next court date. The Court reserved the right to fix the observer's fee after reviewing the report to ensure fairness.

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Issues:
1. Appointment of an observer for Annual General Meeting (AGM) on 23.11.2021.
2. Inspection of company records by the Petitioner.
3. Video recording of the AGM proceedings.
4. Restraining Respondents from proceeding with Criminal Proceedings.
5. Fixing the appropriate fee for the appointed observer.

Appointment of an Observer for AGM:
The Petitioner, holding a 35% stake in the company, sought inspection of company records and the appointment of an observer for the 28th AGM dated 23.11.2021. The Respondent raised concerns about the Petitioner's involvement in siphoning off funds and non-cooperation with police investigations. The Tribunal, considering the application and contentions, appointed Mr. P. Nagesh as an observer for the AGM. The observer was tasked with watching the proceedings and submitting a report. The Court reserved the right to fix the observer's fee upon receiving the report.

Inspection of Company Records:
The Tribunal granted the Petitioner the right to inspect statutory records and financial statements through a qualified professional like a Chartered Accountant or Company Secretary. The Petitioner was authorized to produce the inspection report before the Court. The Respondent was prohibited from objecting to the recording of proceedings or the presence of the observer at the AGM. Additionally, the Respondents were restrained from pursuing Criminal Proceedings until the next court date, scheduled for 3rd December 2021.

Video Recording of AGM Proceedings:
To ensure transparency, the Tribunal ordered the entire AGM proceedings to be video recorded and submitted to the Court. This measure aimed to provide an accurate record of the meeting and safeguard the interests of all parties involved.

Restraining Respondents from Criminal Proceedings:
The Tribunal issued a restraining order against the Respondents, preventing them from advancing with the Criminal Proceedings initiated with the police until the next court hearing. This decision aimed to maintain the status quo and protect the Petitioner's rights during the ongoing legal process.

Fixing Observer's Fee:
The Tribunal decided that the appropriate fee for the appointed observer, Mr. P. Nagesh, would be determined by the Court after receiving and reviewing the observer's report. This step was crucial to ensure fairness and transparency in the appointment process.

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