- (1.) R1 & 2 filed this IA No. 48/2016 for appointment of a fit and proper person as an independent chairman pending disposal of the company petition and for a direction to call annual general meeting ('AGM') on or before 30th September, 2016 under the supervision of an independent chairman on the ground that the petitioner objected to passing of accounts on an allegation that inspection was not complete thereby she would not sign the profit and loss account, balance sheet and director's report. R2 says that the petitioner, his wife, herself signs all the cheques for she continued as managing director ('MD') until before filing this company petition ('CP'), thereby she could not have raised objection for approving accounts and for holding AGM to through statutory compliances. R2 further submits that the petitioner took inspection of the company records in details, in spite has refused to sign P&I account balance sheet and directors report, the result of it is, ongoing projects of the company and servicing of the loans will get hampered. The company once could not pass accounts; the company fails to make statutory compliance and let exposed to penalties. For there being only two directors in the company, i.e., the petitioner and second respondent and there being no cooperation from the petitioner, it has created dead lock in the company leading to derailment in the functioning of the company. For these reasons, first and second respondents pray this Bench to appoint a Chairman to get rid of deadlock situation in the company and to call AGM to be held on 30th September, 2016 as mandated by the statute. To which the petitioner submits that this application is not maintainable as the same is not in the aid of final relief, apart from this, the petitioner submits that since last AGM was held on 30th September, 2015, it could be held on any day within 15 months from the date of last AGM, thereby it can't be said if AGM is not held on 30th September, 2016, it would become violation of mandate under the statute.
(2.) It is further submitted that no Board resolution has been conveyed and financial statements have not been approved as mandated under section 134 of the Companies Act, 2013 thereby unless a Board resolution has been preceded holding AGM, no AGM could be held without approval of financial statements of the company. The petitioner further says, for having complete inspection not being given to the petitioner, the petitioner will be handicapped for approving the accounts of the company. Since this company is constituted with two partners, i.e., the petitioner and second respondent, an approval cannot be given unless the accounts of the company are fully furnished to the petitioner for which the petitioner has asked cheque books of the company, accounts of the company, property details of R1-company, details of the banking transactions in Axis bank, TJSB and Karnataka bank. Likewise details of short term and long term borrowings and also investments in FDs.
(3.) On these pleadings, R2 counsel submits that the petitioner is none other than the wife of R2, and she has been actively participating in the affairs of the company since incorporation, in fact, she continued as managing director of the company since incorporation, in fact, she continued as managing director of the company, therefore, it cannot be said today that the petitioner is not in know of the affairs of the company, it is indeed a ploy to derail the functioning of the company so that the company will sink, with this, R2 will also get sunk. The petitioner is continuing as cheque signing authority and most of the cheques of the company were being signed by the petitioner herself. She was coming to the office up to 1st June, 2016. The counsel submits that R2, despite the petitioner is in know of each and every transaction happening in the company, he is ready and willing to provide copies of the documents sought by the petitioners since 1st April, 2015 till date.;