In Producer Companies, CEO must issue board meeting notices per S.378V; statutory mandate overrides Articles of Association.

O R D E R

1. The Company Petition No. 34 of 2021 has been filed under Section 98 of the Companies Act, 2013, by Mrs. Sunija Darsan against Mr. Shelley Chandrangadan and others, seeking the following reliefs:

a) To seek direction that the said board meeting on 30/07/2021 by Respondents 1,2, and 3 violating the Authority clause 1.1.1 under Secretarial Standards u/s 118(10); to be made void and invalidated by this Hon’ble court.

b) To provide necessary directions u/s 98 of the Companies Act, 2013, for the proper conduct of the general meeting of the company by appointing our counsel or a desired expert as the Chairman.

c) To freeze the directorship of the Respondents 1,2 and 3 from further activities till the general meeting and its further immediate proceedings are carried on as directed by the Tribunal.

d) To seek direction to hold the Annual General Meeting mandated for the Producer company to be held within 90 days of Incorporation.

e) To appoint a scrutinizer for the smooth conduct of the voting in the Annual General Meetings.

f) To allow the court-appointed Chairman to prepare the agenda in consultation with the Managing Director of the company.

g) To seek direction to the Respondents 1, 2 and 3 to hand over the confiscated property of the company and to allow the smooth functioning of the company.

h) To take necessary penal action against Respondent 1 for filing wrong declaration while incorporating the company being a Government Employee of the State of Kerala.

i) Any other order/orders or relief/relieves as this Hon'ble Court deem fit and proper under the circumstances of the whole case be granted.

2. IA(C/ACT)/59/KOB/2022 and IA(C/ACT)/64/KOB/2022 have been filed by the Respondents in the main Company Petition under Section 98 of the Companies Act, 2013, wherein IA(C/ACT)/64/KOB/2022 essentially seeks consideration of the reliefs already prayed for in IA(C/ACT)/59/KOB/2022 and such other orders as this Tribunal may deem fit in the interest of justice. The relief sought in IA(C/ACT)/59/KOB/2022 is as follows:

(a) Direct the Respondent No. 1/Petitioner in CP No. 34, to submit all the fund utilization statement received under PODF scheme of NABARD, amounting to Rs. 91,000/-, before the Board of Directors of the Respondent No.2/Respondent Company (R4) in CP No.34.

(b) Direct the Respondent No. 1/Petitioner in CP No. 34, to refund to the Respondent No.2/Respondent Company (R4) in CP No.34 the amount of remuneration amounting to Rs.33,480/- she has not released to the CEO of the Respondent No.2/Respondent Company (R4) in CP No.34, but, shown as released in the Monthly Progress Report for the month of September, 2021, submitted by her to NABARD. And also any other amount of the said fund which has not actually been spent by her for and on behalf of the said Respondent No.2/Respondent Company (R4) in CP No.34, but, shown as spent in her statement of accounts or the Monthly Progress Report.

(c) Any other order as may be deemed fit and proper on the facts and in the circumstances of the case.

3. This Tribunal is of the considered view that the main Company Petition CP(C/ACT)/34(KOB)2021 and the said Interlocutory Applications IA(C/ACT)/59/KOB/2022 and IA(C/ACT)/64/KOB/2022 are closely connected and, therefore, are being heard together and decided by this common order.

Brief facts of the case

4. The Petitioner stated that the Respondent No.4, HARITHAMRUTHAM FARMERS PRODUCER