WHETHER A NON-SHAREHOLDER OF A COMPANY HAS THE RIGHT TO INSPECT THE DOCUMENTS OR ATTEND AGM OF THE COMPANY UNDER SECTION 163 OF COMPANIES ACT- NO SAYS NCLT, MUMBAI BENCH.

WHETHER A NON-SHAREHOLDER OF A COMPANY HAS THE RIGHT TO INSPECT THE DOCUMENTS OR ATTEND AGM OF THE COMPANY UNDER SECTION 163 OF COMPANIES ACT- NO SAYS NCLT, MUMBAI BENCH. 

Mr. Anil Kumar Poddar versus M/s. Reliance Corporate IT Park Ltd. and Others

Right to receive the copies of Company documents - Right to inspection of the documents – the Meaning of Qualified person u/s. 163

Mr. Anil Kumar Poddar versus M/s. Reliance Corporate IT Park Ltd. and Others

Right to receive the copies of Company documents - Right to inspection of the documents – the Meaning of Qualified person u/s. 163

Held that:- This Petitioner has no shareholding in the company, therefore, he will not get any occasion to attend Annual General Meetings of the company or any of the meeting of the company to question the acts of the company. 

Hence, this Bench does not see any rationale in granting such a relief to a stranger to the company because by giving a conjoint meaning of the person mentioned in sub-section 2 of Section 163 - member or debenture holder and of any other persons, this Petitioner will not fall under any of the above three classes of persons, therefore, this Petitioner is not entitled to seek this relief u/s. 163.

This Bench having noticed that this Petitioner is in the habit of raising frivolous litigation again many of the listed companies either by subscribing one or two shares or under the head of "any other person" u/s. 163 by asking inspection of the documents from the date of inception of the companies. 

Knowing fully well, that it will not be possible to provide inspection of the documents from the date of inception, when the company failed to provide inspection or supply of copies, he files Petitions u/s. 163 or sec. 219 of the Companies Act, 1956. If any company says copies are provided as sought by the Petitioner, he will start arguing for exemplary costs for not providing inspection in the period mentioned in the statute.

Since this Bench has noticed that he is not a qualified person u/s. 163 to seek inspection, this Bench hereby dismisses all these 62 Petitions by imposing cost of ₹ 1000/- each in every TCP.

Check-list for Publishing quarterly/half-yearly results by listed companies and limited review report

Check-list for Publishing quarterly/half-yearly results by listed companies and limited review report

The Listing Agreement [LA] entered into by listed companies with stock exchange(s) [SEs] requires under clause 41 publishing of quarterly/half-yearly results by listed companies. The requirements are listed hereunder :

1) Quarterly Results [QR]

1. A company shall publish unaudited financial results on quarterly basis as per proforma given hereafter within one month of the end of the quarter to the SEs and immediately after market hours on the date of Board Meeting

1. The results shall also be published in a daily newspaper with national circulation and in one regional language daily newspaper within 48 hours of the Board Meeting.

1. The results shall be signed by the MD/Director

1. At least 7 days before the Board Meeting, the company shall inform the SEs about the Board Meeting

1. Any change of name in the company suggesting new line of business should disclose the turnover and income, etc. from the new activities separately for 3 years from the date of name change

1. The unaudited results should not substantially differ from the audited results by 20% otherwise reasons for the difference should be explained to the SEs

1. Unaudited QR for the last quarter need not be published if the company informs the SE in advance that it will publish audited results within 3 months from the end of the accounting year of the company

1. The QR shall be prepared on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods on quarterly basis

1. With effect from quarter ending on or after June, 2003 the QR shall be subjected to Limited Review by the auditors.

1. The format of limited review report (LRR) is given hereafter.

1. The LRR shall be submitted to the SEs within 2 months of the close of the quarter."

1. The company will have the option to publish consolidated quarterly financial results in addition to the unaudited quarterly financial results of the parent company as required under this clause

1. The company will publish its Annual Results in the same format as prescribed for quarterly results in this clause

2) Half-Yearly Results [HYR]

1. The HYR shall be in the same format as the QR and shall be subject to limited review by the auditors [discussed separately]

1. The format of limited review report [LRR] is given hereafter

1. The LRR shall be submitted to the SEs within 2 months of the end of the half-year

1. The QR of the 2 quarters contained in the half-year should not vary more than 20% of its sum total otherwise a statement of reasons should be sent to the SEs

1. To the extent possible, requirements in items relating to QR shall apply to HYR also.

FORMAT OF UNAUDITED FINANCIAL RESULTS FOR THREE MONTHS ENDED XX-XX-20XX

Part I (Rs.In lakhs)

Particulars	3 months ended (dd/mm/yyyy)	Preceding 3 months ended (dd/mm/yyyy)	Corresponding 3 months ended in the previous year (dd/mm/yyyy)	Year to date figures for current period ended (dd/mm/yyyy)	Year to date figures for the previous year ended (dd/mm/yyyy)	Previous accounting year ended (dd/mm/yyyy)
1 Income from operations Net Sales/Income from Operations Other Operating Income 2 Expenditure Cost of materials consumed. Purchase in stock- in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade Employees benefits expenses Depreciation and Amortisation Expense Other expenditure "Total(Any item exceeding 10% of the total expenditure to be shown separately)" 3 Profit/(Loss) from operations before other income, finance costs and exceptional items(1±2) 4 Other Income 5 Proftit / Loss from ordinary activity before finance costs and exceptional items (3±4) 6 Finance costs 7 Profit / (Loss) from ordinary activities after finance costsbut before exceptional items (5±6) 8 Exceptional items 9 Profit / (Loss) from Ordinary Activities before tax (7±8) 10 Tax expense 11 Net Profit / (Loss) from Ordinary Activities after tax (9±10) 12 "Extraordinary Item(net of tax expense Rs.____)" 13 Net Profit / (Loss) for the period (11 ± 12) 14 Share of Profit / (Loss) of associates* 15 Minority interest* 16 "Net Profit / (Loss) after taxes, minority interest and share of profit / (loss) of associates.(13 ± 14 ± 15)*" 17 Paid-up equity share capital (Face Value of the Share shall be indicated) 18 Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 19 (i) "Earnings Per Share (EPS)”(before extraordinary items ) (of Rs.____/- each)(not annualised): Basic Diluted 20 (ii) "Earnings Per Share (EPS)”(after extraordinary items )(of Rs.____/- each)(not annualised): Basic Diluted A Particulars of Shareholding 1 Public Shareholding No. of shares Percentage of shareholding 2 Promoters and promoter group shareholding ** Pledged/Encumbered Number of shares Percentage of shares (as a% of the total shareholding of promoter and promoter group) Percentage of shares (as a% of the total share capital of the company) Non-encumbered Number of Shares Percentage of shares (as a% of the total shareholding of promoter and promoter group) Percentage of shares (as a % of the total share capital of the company) B Investor Complaints Pending at beginning of quarter Received during the quarter Disposed of during the quarter Remaining unresolved at the end of the quarter

*Applicable in case of consolidated results.

Note: The classification/disclosure of items in the financial results shall be in accordance with the Revised Schedule VI of the Companies Act, 1956. Further to the above, profit/loss from discontinuing operations, if any, included in the above shall be disclosed with details thereof.

Courtesy : Bombay Chartered Accountant's Association