ORDER
K.K. Balu, Member
1. In the company petitions (CP 46/2004) and (CP 47/2004) filed by the petitioners under Sections 235, 237, 397 and 398 read with Sections 402 and 403 of the Companies Act, 1956 (‘the Act’) alleging acts of oppression and mismanagement in the affairs of M/s Sisira Fashions Pvt. Ltd. (SFPL) and M/s Smita Exports Pvt. Ltd. (SEPL), the petitioners have filed company applications (CA No. 158/2004 and C.A No. 159/2004) seeking the following directions;
a) that the Books of account of SFPL and SEPL shall be duly audited for the year 2003-2004; and
b) that SFPL and SEPL shall convene and hold the Annual General Meeting for the year 2003-2004.
2. The applicants and most of the respondents are common in both the company applications, SFPL and SEPL are closely held family companies. The issue involved in both the applications are one and the same. Hence, both the applications were heard together and are disposed of by this common order.
3. Shri R. Venkatavaradan, learned counsel while supporting the applications (C.A No. 158/2004 and C.A No. 159/2004) submitted that the accounts of SFPL and SEPL are not being audited to cover up the financial misdeeds in the affairs of SFPL and SEPL. No steps are taken to hold the annual general meetings of SFPL and SEPL. The applicants would be made liable for not auditing the books of account and not holding the annual general meetings. The respondents are deliberately delaying the statutory compliances, which must be remedied.
4. Shri T.K. Seshadri, learned Counsel appearing for the respondents, while denying the charges levelled by the applicants, pointed out that SFPL and SEPL have duly filed the Balance sheet and Auditors Report for the year ended 31.03.2002 and 31.03.2003 in accordance with the provisions of the Act. The accounts of SFPL and SEPL are already completed for the year ended 31.03.2004, but the applicants are not cooperating with the respondents for complying with statutory requirements. The applicants have unnecessarily arrayed the Auditors as parties’ to the present proceedings, levelling charges against them. The first petitioner being a director, though empowered to convene the board meeting, failed to take any initiative in this behalf and is guilty of laches. While Shri Seshadri concluding his submissions submitted that SFPL and SEPL have already taken steps for convening the annual general meetings of SFPL and SEPL, however without prejudice to the contentions of either of the parties and subject to final outcome of the company petitions and at this stage the Company Law Board may not intervene with the internal management of SFPL and SEPL.
5. I have considered the arguments of learned Counsel. Considering the fact that the respondents are taking appropriate steps for convening and holding the annual general-meetings of SFPL and SEPL, there is no need at this juncture for any directions as claimed in the applications. However, the respondents-will hold the annual general meetings of SFPL and SEPL in accordance with the provisions of the: Act, which would however, be subject to outcome’ of the company petitions. Accordingly, both the applications are disposed of in these lines.