1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPEAL NO.7 OF 2009 M/s. Unicom Skytech Pvt.Ltd. ..Appellant. v/s. M/s.Neelprag Trading Pvt.Ltd. & Anr. ..Respondents. WITH COMPANY APPEAL NO.8 OF 2009 M/s. Unicom Skytech Pvt.Ltd. ..Appellant. v/s. M/s.Kaizer Finest Pvt.Ltd. & Anr. ..Respondents. Mr.B.S.Nayak for appellant. Mr.Rahul Chitnis a/w. Ms.Bhakti Patkar i/b. Halai & Co. for Respondents. CORAM:- A.M.KHANWILKAR, J DATED :- JULY 9, 2009. P.C. 1. Heard Counsel for the parties. 2. These Appeals under Section 10F of the Companies Act take 2 exception to the order passed by the Company Law Board dated 29th October, 2008 in Company Petition No.19/167/CLB/MB/2008 and dated 30th October, 2008 in Company Petition No.18/167/CLB/MB/2008. The said Petitions were essentially filed under Section 167 of the Act, interalia for direction against the Company to convene Annual General Meeting. The Company Law Board after considering the stand taken by the respective parties has found as of fact that AGM was already held by the Company. That finding can be discerned in the concluding paragraph of the impugned decisions. Having recorded that finding, it was not open to the Company Law Board to examine any other plea of the Appellants. Grievance regarding validity of the said meeting or otherwise ought to be addressed in appropriate proceedings. For, the scope of enquiry under Section 167 is very limited, as is observed by the Company Law Board, Southern Region Bench, Chennai in the case of Gracy Thomas vs. Four Square Estates (P) Ltd. reported in (2008) 83 SCL 404. The Board has observed as follows: “By virtue of section 167 of the Act, if default is made in holding an annual general meeting by a company in accordance with selection 166, the CLB may direct the calling of the annual general meeting. This section explicitly provides that the CLB may exercise the power only if there is a default committed in holding annual 3 general meeting, as envisaged in section 166. In the present case, whether the Company has defaulted in holding the annual general meetings for the period between 1998-99 and 2003-04 itself is under serious dispute, which however does not fall within the scope of section 167. This section does not empower the Company Law Board to adjudicate any dispute regarding the validity of any annual general meeting, but merely direct the calling of the meeting in the event of default in this regard. In view of this, the CLB cannot exercise the power under section 167 unless and until the validity of the annual general meetings purportedly held during the disputed period is adjudicated by the civil court in the pending suit, upon which the applicant is at liberty to apply before the CLB for appropriate directions in terms of section 167 of the Act.” The Member of the Board in the present case has followed the same course. The grievance of the Appellants that Annual General Meeting was in fact not convened or that it was convened without notice to the members/shareholders cannot be addressed in the present action. Moreover, merely because Board has not adjudicated those issues in the present action does not render impugned decisions perverse. Suffice it to observe that in the present decisions, the Board has clearly opined that the Annual General Meeting was held. That was sufficient to dispose of the reliefs claimed by the Appellants in the respective Petitions moved before the Board under Section 167. 4 3. Suffice it to observe that no questions of law arises for consideration. Dismissed. (A.M.KHANWILKAR, J)