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SULOCHANA GUPTA v. RBG ENTERPRISES & 3 OTHERS
Factual and Procedural Background
The petitioner, Smt. Sulochana Gupta, filed Company Petition No. CP/99/KOB/2019 under sections 96 and 97(1) of the Companies Act seeking directions to the respondents, including RBG Enterprises Pvt Ltd, to convene an Annual General Meeting (AGM) of the respondent company. Alongside, the petitioner filed IA No.49/KOB/2019 seeking interim reliefs including staying the notice dated 17.10.2019, directing the 2nd respondent to convene the AGM on a date determined by the Tribunal, appointing an Advocate Commissioner to preside over the AGM, specifying the agenda for the AGM, mandating secret ballot voting, and requiring the Advocate Commissioner to submit a report within 48 hours of the AGM.
The notice of the AGM filed by the respondents included the agenda of adopting audited financial statements for 2018-19, re-appointing statutory auditors for a five-year term, and related matters. The Tribunal noted that interim orders had been passed previously in related cases involving the same respondents.
After hearing both parties and reviewing the records, the Tribunal observed that the petitioners did not present new evidence or reasons to alter the existing position. Consequently, the Tribunal declined to grant the interim reliefs sought in the IA at this stage. The Tribunal also directed the respondents to file their counter and the petitioners to file any rejoinder before the next hearing.
Legal Issues Presented
- Whether the Tribunal should grant interim reliefs including staying the AGM notice and directing the convening of the AGM with specified agenda items and voting procedures.
- Whether an Advocate Commissioner should be appointed to preside over the AGM and report back to the Tribunal.
- The scope of the Tribunal’s authority under sections 96 and 97(1) of the Companies Act to regulate the conduct of the AGM in the present circumstances.
Arguments of the Parties
Petitioner's Arguments
- Requested stay of the AGM notice dated 17.10.2019.
- Prayed for direction to convene the AGM on a Tribunal-determined date.
- Asked for appointment of an Advocate Commissioner to preside over the AGM.
- Proposed a detailed agenda including consideration of financial statements for prior years, related party transactions, appointment of directors and auditors, bank account signatories, and declaration of dividend.
- Requested that voting at the AGM be conducted by secret ballot rather than show of hands.
- Requested the Advocate Commissioner submit a report within 48 hours post-AGM.
Respondents' Arguments
The opinion does not contain a detailed account of the respondents' legal arguments.
Table of Precedents Cited
No precedents were cited in the provided opinion.
Court's Reasoning and Analysis
The Tribunal examined the petitioner's application and the accompanying records, including the notice of the AGM and its agenda. It noted that interim orders had already been passed in related cases involving the same respondents. The petitioner failed to produce any new evidence or valid reasons to justify modification of the Tribunal’s earlier stance. On this basis, the Tribunal concluded that no interim relief was warranted at this stage. However, it clarified that decisions taken in the Board meeting dated 10.10.2019 and resolutions to be passed at the AGM scheduled for 31.10.2019 would remain subject to the Tribunal’s final orders. The Tribunal also directed the parties to file their respective pleadings before the next hearing, indicating a procedural continuation rather than an immediate substantive ruling.
Holding and Implications
The Tribunal declined to grant the interim reliefs sought by the petitioner in IA No.49/KOB/2019 at this stage.
The direct effect is that the AGM notice dated 17.10.2019 is not stayed, and the AGM may proceed as scheduled, subject to the Tribunal’s final orders. The Tribunal’s decision does not establish any new precedent but maintains the status quo pending further submissions and final determination.
1. Honble Shri Ashok Kumar Borah, Member (Judicial)
2. Honble Shri Veera Brahma Rao Arekapudi, Member (Technical) In the matter of Sulochana Gupta : Petitioners RBG Enterprises Pvt Ltd & 3 others : Respondents Parties/Counsel present: Counsel for the petitioners : Shri Sukumar Oommen & Shri Sherry Oommen, Advocates Counsel for the respondents : Shri P.P.Zibi Jose, PCS Shri P. Sanjay, Advocate
1. Learned Counsel for the petitioner as well as the respondents are present. IA No.49 CP No.99/KOB/2019
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2. The petitioner filed this IA 49/KOB/2019 in the Company Petition No.CP/99/KOB/2019 seeking the following interim reliefs:
I. Stay the notice dated 17.10.2019 shown in Annexure A12;
II. Direct the 2nd Respondent to convene a meeting, the AGM on a date and time to be determined by this Tribunal.
III. Appoint an Advocate Commissioner to preside over the said AGM;
IV. That the AGM shall consider the following subject matters:
i. Consideration of financial statements for the years 2015-16, 2016-17 and 2017-18 and matters connected therewith;
ii. Consideration of related party transactions mentioned in the financial statements for the years 2015-16, 2016-17 and 2017-18;
iii. Appointment of Rajkumar Gupta as Managing Director and the terms of the appointment;
iv. Appointment of Ritu Gupta as Whole Time Director;
v. Appointment of P.P.Zibi Jose, Practising Company Secretary and the terms of the appointment;
vi. Appointment of Statutory Auditors of the company;
vii. Appointment of Signatores in the operation of bank accounts of the company; and
viii. Declaration of dividend. IA No.49 CP No.99/KOB/2019
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V. Direct that the resolutions to be adopted at the said AGM shall be by voting by secret ballot and not by show of hands;
VI. That the Advocate Commissioner shall submit his report to this Tribunal within 48 hours of the AGM.
3. On perusal of the records, we observed that the petitioner Smt. Sulochana Gupta filed the above main Company Petition under section 96 and 97(1) of the Companies Act for issue of direction to the respondents to hold the Annual General Meeting of the Respondent No.1 Company.
4. We have gone through the notice of the AGM (Annexure A-12) filed along with the IA and noted the Agenda mentioned therein as under:
1. To consider and adopt the Audited Financial Statements for the Financial year ended March 31, 2019 together with the Report of the Directors and the Auditors thereon.
2. To re-appoint auditors who retires after completion of five-year term and, being eligible, offer themselves for re-appointment as Statutory Auditors of the Company and in this connection, to pass, with or without modifications(s), the following resolution as an ordinary resolution: RESOLVED THAT pursuant to the provisions of Section 139,
142 and other applicable provisions, if any, of the Companies Act, 2013, (the Act) and the Companies (Audit and Auditors) Rules, 2014 (including statutory modifications(s) or re- enactment thereof, for the time being in force), M/s. Venugopal Kamath & Co (Firm Regn.No.004674S), Chartered Accounts, Kochi, be and is hereby re-appointed as Statutory Auditors of the Company for a period of Five years (2019-20 to 2023-24) from the conclusion of this meeting to hold office till the conclusion of the 19th Annual General Meeting on such remuneration as may be fixed by the Managing Director or Chairman in consultation with the Auditors from time to time IA No.49 CP No.99/KOB/2019
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5. On perusal of the above notice, facts and circumstances and after hearing the learned counsel for both the parties, we observed that interim orders were passed by this Tribunal in related cases against the same respondents. The petitioners of this IA have not provided any new evidence or shown a valid reason to modify our stand. We are therefore of the view that no interim order is required in this IA as sought for by the learned counsel for the petitioner at this stage. However, the decision taken in the Board meeting dated 10.10.2019 as well as the resolutions to be passed in the AGM to be held on 31.10.2019 will be subject to the final orders of this Tribunal
6. Respondents are therefore directed to file their counter and petitioners may also file their rejoinder, if any, before the next date of hearing.
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