2026 (1) TMI 1092 - AT - Companies Law

AGM agenda restriction and Chairperson appointment in corporate meetings; tribunal urged to decide deferred agendas and ensure statutory compliance promptly.

Restriction on adoption of financial statements at an AGM and deferral of remaining agenda items were addressed; the appellate body directed the tribunal ... Restriction on AGM for adoption of financial statements and deferring other agenda items - Principal Trustee could exercise voting rights of the Trust and preside as Chairperson of the AGM or not - appontment of Chairperson/Observer for overseeing the AGM and future proceedings qua ensuing Meetings for fair and transparent conduct - HELD THAT:- The NCLAT is not inclined to accept the submissions made by the Appellant, since these three agendas were only deferred and as pointed out the matter is pending for disposal on 27.01.2026, hence, the Ld. NCLT is requested to take up the issues concerning the remaining three agendas and to pass directions thereof. It is submitted passing of an order and keeping in view the interest of the company shall not suffice and it needs to be directed that Mr. Brij Mohan Khanna should also follow the interim directions - There is no need to give such a direction as if order dated 02.09.2025 is violated, the Appellant shall have the right to take action qua such violation, including filing of Contempt, if any. Lastly it is urged without any voting per Section 104 of the Companies Act, 2013, Mr. Brij Mohan Khanna has been appointed as a Chairperson of the AGM. There is no serious counter to this argument, hence we direct provisions of Section 104 (supra) be followed for appointment of Chairperson in the meeting. The appeal stands disposed of with a request to the Ld. NCLT to hear on 27.01.2026 upon remaining agendas, and to dispose of the issue raised in an expeditious manner - The appeal is accordingly disposed of. Issues: (i) Whether the NCLT was justified in restricting the AGM on 27.12.2025 essentially to adoption of financial statements and deferring other agenda items; (ii) Whether Mr. Brij Mohan Khanna, as Principal Trustee, could exercise voting rights of the Trust and preside as Chairperson of the AGM notwithstanding interim directions in a separate civil suit; (iii) Whether the appointment of the Chairperson for the AGM must conform to Section 104 of the Companies Act, 2013.Issue (i): Whether the NCLT was justified in directing that the AGM on 27.12.2025 be conducted mainly on adoption of financial statements and deferring remaining agenda items.Analysis: The Tribunal examined the impugned order which limited the AGM to adoption of financial statements and deferred other agenda items pending further disposal on 27.01.2026. The appellate bench noted that the deferred agendas were not permanently stayed by the applications before NCLT and that those issues remain pending for consideration by the Tribunal on the scheduled date.Conclusion: The NCLT's direction to hold the AGM principally for adoption of financial statements and defer other agendas is upheld and the matter concerning the remaining agendas is to be taken up by the NCLT on 27.01.2026.Issue (ii): Whether Mr. Brij Mohan Khanna may exercise the voting rights of the Trust and preside as Chairperson of the AGM despite an interim order in CS No. 1017 of 2025 restraining interference in management/affairs of the Trust.Analysis: The bench considered the impugned order permitting Mr. Brij Mohan Khanna to exercise voting rights of 51.84% on behalf of the Trust and to preside, while noting an existing interim order in a separate civil suit restricting interference in trust affairs. The appellate bench observed that enforcement of the civil suit interim order remains available to the affected party and that any violation can be pursued by appropriate proceedings, including contempt, rather than by imposing additional directions in this appeal.Conclusion: The directions permitting Mr. Brij Mohan Khanna to exercise voting rights and to preside are not altered by this appeal; any contravention of the separate civil suit interim order must be addressed through appropriate proceedings in that suit.Issue (iii): Whether the appointment of the Chairperson of the AGM must comply with the provisions of Section 104 of the Companies Act, 2013.Analysis: The bench found no serious counter to the contention that appointment of the Chairperson must follow the statutory procedure. It directed that the provisions of Section 104 be followed for appointment of the Chairperson in the meeting.Conclusion: The appointment of the Chairperson for the AGM shall be made in conformity with Section 104 of the Companies Act, 2013.Final Conclusion: The appeal is disposed of without upsetting the core directions of the NCLT; the NCLT is requested to take up and dispose of the remaining agenda-related issues expeditiously on the listed date.Ratio Decidendi: Where interim orders in separate proceedings regulate trust management, enforcement of those orders is a matter for the forum of that proceeding; an appellate body may direct compliance with statutory provisions governing conduct of company meetings (Section 104, Companies Act, 2013) while leaving enforcement of separate interim injunctions to appropriate remedies in the originating proceedings.