2024 (9) TMI 252

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....neja, Advs. for R2. DHARMESH SHARMA, J. (ORAL) CM APPL. 50032/2024 - (EXMP). 1. Allowed, subject to all just exceptions. 2. The application stands disposed of. W.P.(C) 12025/2024, CM APPL. 50031/2024 - STAY 3. The petitioners, who are admittedly shareholders of respondent No. 2 company, invoke the writ jurisdiction of this Court under Article 226 of the Constitution of India, 1950, seeking directions to quash or set aside the impugned order dated 22.08.2024, issued by the respondent No. 1, i.e., Registrar of Companies, Delhi, whereby in purported exercise of powers under Section 96 (1) of the Companies Act, 2013 ["the Act"], extension of three months has been granted to respondent No. 2 to hold its 40th Annual General Meet....

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....fundamental rights of the petitioners have been violated, and therefore, writ jurisdiction cannot be invoked. It was emphasized by the learned counsel that, since the system is computerized, the passing of orders under Section 96 of the Act, as in this case, is a routine manner. Given the large number of applications received, it is not practical to reflect the grounds for such decisions due to technical or software constraints. 8. Learned counsel for the respondent No. 1 shared hard copies of the application dated 21.08.2024, submitted by the respondent No. 2, which contained the reasons for seeking an extension of time to hold the Annual General Meeting. It was argued that respondent No. 1 is neither required to conduct a mini-trial no....

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....f the Chief Executive Officer, which has not been pursued. ANALYSIS AND DECISION: 11. Having heard the learned counsels for the parties and on perusal of the record, first things first, it would be expedient to reproduce the impugned order dated 22.08.2025, which reads as under: 12. At first blush, the impugned order dated 22.08.2024 does not spell out 'special reasons' and appears not to have been issued in accordance with the mandate of Section 96 of the Act. However, there is more to the content of the impugned order than initially apparent. The reasons for seeking an extension are outlined in the request letter dated 21.08.2024 submitted by respondent No. 2. There is merit in the submissions made by the learned counsel ....

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.... for removal of any director or person in charge of regulating the company's affairs 15. This course of action would have been available in cases of mismanagement or oppression. It cannot be that the petitioners are suddenly caught unaware by the extension of time granted by respondent No. 1 to hold the AGM. The Act does not mandate that shareholders be heard before respondent No. 1 considers and decides on an application for an extension. 16. In view of the foregoing discussion, the present writ petition is dismissed. 17. The pending application also stands disposed of. ============= Document 1 GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS Office of the Registrar of Companies 4th Floor, IFCI Tower 01, New Del....