R P Nagrath, Member - (1.) The matter was heard at the preliminary stage to find, if notice of the petition should be issued to the respondent. This petition has been filed under Sections 96-98, 101-102, 107 read with Sections 118 and 121 of the Companies Act, 2013 (for short to be referred here-in-after as the 'Act') . The petitioner is a shareholder of respondent company, which is a listed company incorporated with the Registrar of Companies, Punjab, having its registered office at Bahadurgarh, District Patiala, Punjab and therefore, the matter falls within the territorial jurisdiction of this Tribunal.
(2.) The authorised share capital of the company is Rs. 8,00,00,000/-divided into 75,00,000 equity shares of Rs. 10/- each and 50,000 preference shares of Rs. 100/- each. The issued capital of the company is Rs. 4,88,79,000/-divided into 48,87,890 equity shares. The petitioner holds 105 equity shares in this company.
(3.) The grievance of the petitioner company is the manner of holding of 44th Annual General Meeting (for brevity 'AGM') of the shareholders of the company. The meeting was scheduled to be held on 26.09.2017 and certain agenda items were to be placed in the AGM for approval, which are contained in the notice of the meeting Annexure P-3. The agenda to be discussed were as under:- "(1) To receive, consider and adopt: (a) the audited financial statements of the Company for the financial year ending 31st March, 2017 along with the Report of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the company for the financial year ending 31st March, 2017 along with the Report of Auditors thereon. (2) To appoint a Director in place of Mr.Amarjeet Kapoor (DIN:00122843) , who retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment. (3) To appoint the Statutory Auditors. (4) Ratification of remuneration payable to the Cost Auditors for the financial year 2016-17. (5) Ratification of remuneration payable to the Cost Auditors for the financial year 2017-18. (6) Related Party Transactions.";