Sti India Ltd. vs M/S Sti Sanoh India Ltd.
2014 Latest Caselaw 2639 Del

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*     IN THE HIGH COURT OF DELHI AT NEW DELHI
+     CO.A. (SB) 10/2014

      STI INDIA LTD.                                     ..... Petitioners
                         Through:     Mr.P.V.Kapur, Sr. Advocate with
                                      Mr.Vivek Sibal, Mr. Rahul Sharma
                                      and Mr. Jitender Ratta, Advocates.
                         versus

      M/S STI SANOH INDIA LTD.                   ..... Respondent
                     Through: Dr. Amitabha Sen with Mr. Nihit
                               Nagpal and Ms. Malyashree
                               Sridharan, Advocates.
      CORAM:
      HON'BLE MR. JUSTICE SANJEEV SACHDEVA

                         ORDER

      %                  22.05.2014
      SANJEEV SACHDEVA, J. (ORAL)

      Caveat No.211/2014

             The respondents have entered appearance.        The caveat is
      accordingly discharged.

      CA No. 455/2014 (exemption)

Exemption allowed, subject to just exceptions

CA No.454/2014 (on behalf of appellant for ad interim injunction) CA No. 604/2014 (on behalf for respondents 2 to 6 for dismissal of appeal and CO.A.(SB). 10/2014

1. The appellants have filed the present appeal impugning the

order dated 28.11.2013 to the limited extent, whereby the order had permitted the holding of the Annual General Meeting (AGM) on 29.11.2013 with regard to appointment of statutory auditors. Learned senior counsel for the appellant submits with that regard to other directions contained in the order and the other agendas of the AGM, the appellant is not aggrieved.

2. Learned senior counsel for the appellant contends that the statutory auditors have to be appointed, removed and/or changed in terms of the Joint Venture Agreement dated 4.9.1996, as modified by subsequent supplementary agreements and in particular supplementary agreement dated 30.11.2000. He further submits that the Company Law Board while passing the impugned order dated 28.11.2013 did not notice the rights granted to the parties in terms of the Joint Venture Agreement and the supplementary agreements with regard to appointment of an auditor. He further submits that in the AGM held on 29.11.2013 the Coram was not complete and was sought to be completed by six different individuals representing one shareholder.

3. Learned senior counsel further submits that these two aspects would have a bearing on the appointment of an auditor. Learned senior counsel for the appellant contends that contrary to the rights of the appellant and contrary to the requirement of Coram of the AGM the respondents have sought to appoint M/s. Deloitte Haskins & Sells as the statutory auditor.

4. Learned counsel appearing for the respondent submits that M/s. Deloitte Haskins & Sells, who were appointed in the meeting of 29.11.2013 have refused their appointment as statutory auditors on account of certain correspondence issued by the appellants. Learned counsel for the respondent submits that no further meeting has been convened for appointment of the statutory auditor.

5. Learned counsel for the appellant submits that the matter should be remanded back to the Company Law Board to consider the two aspects raised by the appellant i.e. with regard to the right of the appellant under the Joint Venture Agreement and the fulfilment of requirement of Coram of the meeting. Learned counsel for the respondent submits that without prejudice to the stand of the respondent that the proceedings before the Company Law Board are not maintainable in view of the pendency of the application under Section 8 of the Arbitration and Conciliation Act, 1996 and the right of the respondent to approach the ICC, the respondents have no objection to the Company Law Board re-examining the order dated 29.11.2013, in view of the two objections raised by the appellant.

6. In view of the above, order dated 28.11.2013 to the limited aspect of permitting the holding of AGM for appointment of the statutory auditors is set aside, further the Company Law Board is directed to re-examine the said aspect in the light of

the two objections of the appellant mentioned herein. It is clarified that no opinion is being expressed on the other aspects of the matter and also on the maintainability or otherwise of the Section 8 application filed by the respondent and their right or otherwise of approaching the ICC.

7. In view of the above, the appeal stands disposed of.

SANJEEV SACHDEVA, J MAY 22, 2014 n