Tribunal dismisses petition challenging AGM citing abuse of process, emphasizes statutory compliance.

The Tribunal dismissed the petition challenging the 44th AGM of a listed company, finding it an abuse of process. The petitioner's claims of non-compliance with the Companies Act were unsubstantiated, lacking essential details and evidence. Emphasizing statutory requirements, the Tribunal noted the AGM was held per Section 96, with Section 97 applicable for non-compliance. The Tribunal highlighted voting discrepancies and referenced shareholder actions under Sections 241 and 244. Exemplary costs were imposed on the petitioner for filing with an alleged ulterior motive, with a directive to deposit costs within two months under Section 420.

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Issues:
Challenge to the manner of holding the 44th Annual General Meeting (AGM) of a listed company, Allegations of non-compliance with provisions of Companies Act, 2013 and Rules framed thereunder, Request to declare the AGM as void and conduct a fresh AGM supervised by the Tribunal.

Analysis:
The petitioner, a shareholder of the respondent company, raised concerns regarding the conduct of the 44th AGM. The petitioner, being an aged person from Kolkata, participated through a representative and filed a proxy form. However, the Board of Directors was absent, and resolutions were adopted without a vote, leading to objections from the petitioner and other shareholders present. The petitioner sought to invalidate the AGM and its resolutions, requesting a fresh AGM under Tribunal supervision.

Upon careful review, the Tribunal found the petition to be an abuse of process and an attempt to harass the company. The petitioner's claims of non-compliance with specific Act provisions were deemed unsubstantiated. The Tribunal noted the absence of essential details and supporting evidence, such as the representative's identity and any police complaints regarding alleged threats during the meeting.

Regarding statutory requirements, the Tribunal highlighted that Section 96 mandates the annual AGM, which was held, and Section 97 applies only in cases of AGM non-compliance. The Tribunal also referenced Section 107 on voting procedures, noting discrepancies in resolutions due to a director's disqualification. The Tribunal emphasized that shareholder actions for non-compliance typically fall under Sections 241 and 244, requiring specific shareholder percentages for petitions on oppression and mismanagement.

Ultimately, the Tribunal dismissed the petition at the preliminary stage, imposing exemplary costs on the petitioner for filing with an alleged ulterior motive. Citing Section 420, the Tribunal directed the petitioner to deposit the costs within two months, warning of consequences for non-compliance. The order's communication was mandated to both the petitioner and the Registrar of Companies for necessary action.

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