Tribunal Orders Disclosure of Documents for 2016-17 Onwards, Pre-2016 Pending Investigation

The Tribunal directed the respondents to provide the petitioner with the requested documents for the financial years 2016-17 onwards upon payment of the requisite fee. However, documents prior to 2016-17 were to be provided after the police investigation was completed. No penalty was imposed due to a dispute regarding the receipt of the petitioner's request.

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Issues Involved:
1. Whether the 1st Respondent company should furnish copies of the Minutes Book of the Annual General Meetings held since incorporation, including for the years 2016-17, 2017-18, and 2018-19.
2. Whether a penalty should be imposed on the 1st Respondent and other respondents for denial of representation as per Section 119(3) of the Companies Act, 2013.

Issue-wise Detailed Analysis:

1. Furnishing Copies of Minutes Book:
The petitioner requested the 1st Respondent company to furnish certified copies of the minutes of the Annual General Meetings since the company's incorporation. The request was initially made through a letter dated 5th October 2018, which was returned as 'Unclaimed'. Subsequently, the petitioner raised a complaint with the Registrar of Companies, Kerala, on 12th November 2018. The Registrar forwarded the complaint to the 1st Respondent, who replied that the statutory books and records were in the custody of Mrs. Jolly Thomas until her demise in 2016, and post her demise, the records for the financial years 2016-17, 2017-18, and 2018-19 were with the company.

The Tribunal noted that the statutory books and records are crucial and legally required to be kept at the registered office. The company's claim that the records were kept at Mrs. Jolly Thomas's house was viewed with suspicion as no special resolution authorizing this was provided. The Tribunal emphasized that minutes should be maintained at the registered office and made available for inspection as per Section 119 of the Companies Act, 2013.

The Tribunal found that the company failed to provide the requested documents within the stipulated time of seven working days as per Rule 26 of the Companies (Management and Administration) Rules, 2014. The Tribunal directed the respondents to provide the documents for the financial years 2016-17 onwards to the petitioner upon payment of the requisite fee. However, for the records prior to 2016-17, the petitioner must wait until the police investigation is concluded.

2. Imposition of Penalty:
The petitioner sought a penalty of Rs. 25,000 on the 1st Respondent and Rs. 5,000 each on other respondents for denial of representation as per Section 119(3) of the Companies Act, 2013. The respondents argued that the books were stolen by the petitioner's son, and an FIR was lodged. The Tribunal noted that there was a dispute regarding whether the petitioner sent the request and whether the respondents received it. Given this dispute, the Tribunal decided not to impose any penalty.

Conclusion:
The Tribunal disposed of the application with the following directions:
- The respondents must provide the documents for the financial years 2016-17 onwards to the petitioner upon payment of the appropriate fee.
- The respondents are to inform the petitioner of the fee within seven days of receiving the order, and upon payment, the documents should be supplied immediately.
- For records prior to 2016-17, the petitioner must wait for the conclusion of the police investigation.
- No penalty was imposed due to the dispute over the receipt of the petitioner's request.

Dated this the 21st day of December 2021.

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