Manorama Kumari, Member - (1.) The instant application dated October 4, 2017 is riled by the petitioner/applicant under rule 32 of the National Company Law Tribunal Rules, 2016, seeking cancellation of an extraordinary general meeting proposed to be held on October 7, 2017 with following prayer: (i) The notice of the extraordinary general meeting proposed to be held on October 7, 2017 be declared invalid, non est and the same be set aside with direction to the respondents to refrain from holding the said extraordinary general meeting. (ii) Pending the hearing and final disposal of the present application, interim order directing stay on holding the extraordinary general meeting to be held on October 7, 2017 be passed. (iii) Such other/further order(s) be passed in the interest of justice. On receipt of copy of the application, the respondents filed their reply dated October 5, 2017 denying the averments made in the application made by the petitioners.
(2.) The petitioners submitted that notice of the purposed extraordinary general meeting is not in accordance with law. The provisions of section 102(1)(a) of the Companies Act, 2013, are grossly violated. The petitioners have further submitted that some of the key managerial personnel of the company are interested in some of the resolutions but no such disclosure is made in the explanatory statement. The petitioners have further alleged that the explanatory statement does not contain the material facts as to the interest of the key managerial personnel. It is further alleged by the petitioners that the respondents violated provisions of section 102(3) of the Companies Act, 2013 and the notice of the purported extraordinary general meeting does not contain anything with regard to the inspection of documents which are to be considered at the extraordinary general meeting. According to the petitioners, shareholders of the company are to be given all the material facts and access to the documents to enable them to appreciate the matter and take appropriate decision. The petitioners further submitted that, they have sought inspection of various registers and documents vide letter dated September 20, 2017 but respondent No. 1, vide letter dated September 26, 2017 refused inspection on some flimsy grounds, while casting accusations on applicant No. 1 that applicant No. 1 has taken away records and documents of the first respondent-company. The said allegation, however, has been refuted by the applicants.
(3.) The petitioners submitted that by holding extraordinary general meeting, the respondents is trying to ratify the meetings which were held from the year 2015 till date and thereby trying to create evidence on record.;