TaxTMI 
TaxTMI 
2022 (1) TMI 462
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....ondent to allow the Petitioner to inspect the minutes book of the Annual General Meetings held since incorporation, including for the years 2016-17, 2017-18 and 2018-19. II. To impose penalty of Rs. 25,000/- on the 1st Respondent and Rs. 5,000/- each on other respondents for denial of the representation twice as per Section 119 (3) of the Company's Act, 2013 as provided for under the provisions of the Act and Rules. The briefs facts are: - 2. The Petitioner had sent a letter to the 1st Respondent Company's registered office on 5th October 2018 requesting to make arrangements for an inspection of records and to furnish him various statutory records, including certified copies of minutes of the Annual General Meetings since the Company's incorporation. However, the said letter was returned as 'Unclaimed'. 3. Upon non-delivery of the said letter, the Petitioner raised a complaint with the Registrar of Companies, Kerala vide letter dated 12th November 2018 through Registered Post with acknowledgment due and requested the Registrar of Companies, Kerala to initiate action to make necessary arrangements for the inspection of the statutory books and records by the ....
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....ted that the minutes' book of the Annual General Meeting post her demise i.e., for the AGM conducted during the financial years 2016-2017, 2017-2018, and 2018-2019 is with the Company only, as per the Companies Act, 2013. 6. The Statutory books and records of a company are considered to be the most important books and records for a company. further, the statutory books and records are legally required to be kept at the registered office only. The Company has not mentioned any special resolution regarding any of the registers and copies of returns to be kept at the house of Late Mrs. Jolly Thomas, the claim of the Company that such books and registers were kept in the house of Late Mrs. Jolly Thomas is strictly brought for proof by the 1st Respondent. Further, the claim of the Company that the Statutory books, minutes of the Annual General Meeting and annual returns of the Company were kept at the house of Mrs. Jolly Thomas, has to be viewed with the utmost suspicion and cannot be taken on record without the Company providing the said special resolution. The Company and its directors are liable to be put to strict proof regarding the said claim. 7. Even though the Company ment....
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....ner and which is being investigated by the police, will have an adverse impact on the investigation as well as the consequential criminal proceedings. 9. It is further stated that the company through the 4th respondent lodged an FIR with the police in respect of the theft of the aforesaid books and records. However, this was closed by the police recording that the investigation in respect of the same subject is underway and therefore, a second FIR is not warranted. The allegation of the petitioner that the 1st respondent has now cooked up a story is absolutely baseless, incorrect, misleading and contrary to the documents placed on record. This is clear from the fact that the 1st respondent had as early as in December 2018 intimated the Registrar of Companies about the theft of the documents including the minutes book by the son of the petitioner. Therefore, it is crystal clear that the Company Petition is only an afterthought by the petitioner to save his son from the offense of theft of the books of the company. 10. The 1st respondent has not refused inspection of the minutes so as to warrant interference by this Tribunal under Section 119(4) of the Companies Act, 2013. As submi....
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....t, the Tribunal may, without prejudice to any action being taken under sub-section (3), by order, direct an immediate inspection of the minute-books or direct that the copy required shall forthwith be sent to the person requiring it. 13. From the above it is clear that minutes book has to be maintained by the Company at their registered office and it shall be made available for inspection to the members on their request. The petitioner itself stated that he made a request through post but the same was returned by the postal authorities. 14. Rule 26 of Companies (Management and Administration) Rules 2014, stated that: - Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, on payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page: Provided that a member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding three financial years shall be entitled to be furni....