- (1.) The Company Application bearing CA No.265/97/HDB/2017 is filed by Smt. Myadam Sugandha Bai & another U/s.97 R/w Sections 241, 242 & 244 of the Companies Act 2013 by inter-alia seeking to direct R1 Company permitting the applicants to participate in Annual General meeting (AGM) fixed for 29.12.2017 and to allow to exercise their right to vote; to defer holding of proposed or adjourn it by another three months etc,.
(2.) Heard Mr.Yogesh Kumar Jagia , Learned Counsel for the Applicants, and Mr.T.Natraj, Learned counsel for the Respondent No. 1.
(3.) Mr. Yogesh Kumar Jagia, has inter-alia submits as under: (a) Bambino Agro Industries Limited was incorporated as Pvt Ltd. Company under the name "Jaya Food Industries Pvt Ltd on 31.12.1983. Jaya Food Industries Pvt Ltd was converted to Jaya Food Industries Ltd on 30.10.1992, and the name was further changed from Jaya Food Industries Ltd to present Bambino Agro Industries Ltd (Which is hereinafter referred to as "Company") on 21.04.1997. (b) Shri M.Raghuveer, who was one of promoters of the Company was holding 14,86,542 equity shares of the total paid up capital of the Company. Consequently some of the shares held by Shri Kishan Rao, M.Sugandha Rao, M Anitha & other family members transferred their shares to him. So Shri Raghuveer became' a lawful owner of 72.08% of equity shares of the Company constituting 57, 72,858 fully paid up equity shares and the same was notified to the Bombay Stock Exchange where the Shares of the R1 Company are listed. Unfortunately, Shri M.Raghuveer, who is Chairman and Managing Director of the Company, died on 25.06.2017 leaving behind Smt. M.Sugandha Bai, Smt. M.Anitha, Mr. M.Karthekeya, Ms.Shirisha as class one legal heirs. (c) On the demise of Shri M. Raghuveer, the Company, in their Board meeting held on 06.07.2017 has appointed Shri. M.Kishan Rao as Chairman and Managing Director of the Company in the place of Shri M. Raghuveer. (d) The shares held by Shri M.Raghuveer could not be transmitted in favor of the applicants in the absence of Succession Certificate. (e) Since Mr.Raghuveer died, the Company made an application to the Registrar of Companies vide SRN.G51261709 on 24.08.2017 seeking for extension of time for holding AGM. Accordingly, the RoC granted extension of time for a period of 3 months vide letter dated 29.08.2017 which expires on 31.12.2017. (f) Since the Succession certificate could not be obtained by the time, the 1st petitioner submitted a letter dated 28.11.2017 to the R1 company for postponement of holding of AGM for the year ended 31.03.2017. However, the same was rejected by letter dated 28.11.2017. Aggrieved by the rejection, the present application is filed by seeking the relief as stated supra. (g) A copy of order dated 09.01.2018 passed in O.P.No.38 of 2017 passed by the Hon'ble III Senior Civil Judge of City Civil Court, Secunderabad by granting succession certificate in favor of Petitioners 1 to 4 therein by declaring that they are entitled to Va share each out of estate of deceased . (h) The learned Senior Counsel therefore urged Tribunal to allow the Company application as prayed for.;