08 June 2024
I am a shareholder (Resident of West Bengal) of NDTV Limited (Regd Office - New Delhi). I requested copies of the following Statutory Documents & Registers permissible u/r Companies Act, 2013 r.w rules framed thereunder either online electronically / physically at my address :
1 .Details of compensation, remuneration of employees as per Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as referred to in Annual Report for FY 2023 -24
2 . Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 - as referred to in Annual Report for FY 2023 -24
However , as per response in below link the Company Secretary is blatantly refusing to furnish copies of above statutory Documents & Registers u/r Companies Act, 2013 r.w rules framed thereunder merely because I am physically geographically located at a different state/UT as that of the registered office of the company. She is tacitly asking me to travel from West Bengal to New Delhi in a pre determined date in order to gain copies of access of the above documents.
It is pertinent to note that Section197, Section170, Section 187 and the proviso specified in Rules 5(2) and 5(3) of the aforesaid rules and Companies Act, 2013 nowhere restricts furnishing of aforesaid records only for shareholders who are in same state/UT in the registered office of the company. Consequently for outstation shareholders the aforesaid records must be either furnished electronically online or to my registered address
Kindly please help regarding future course of action
09 July 2024
As a shareholder, you have certain rights under the Companies Act, 2013 to access specific documents and registers. The refusal by the company secretary to furnish these documents electronically or physically to your address is contrary to the provisions of the Companies Act, 2013.
### Future Course of Action:
1. **Formal Written Request:** - Send a formal written request to the company, specifically addressed to the company secretary and the board of directors, reiterating your request for the documents. Include references to the relevant sections of the Companies Act, 2013, and the rules that support your request. - Mention that the Act does not restrict the provision of these documents to shareholders based on their geographical location.
2. **Grievance Redressal:** - If the company does not comply, you can file a grievance with the Registrar of Companies (RoC). Provide details of your request and the company's refusal. You can file a complaint online through the MCA portal.
3. **Contact SEBI:** - Since NDTV Limited is a listed company, you can also file a complaint with the Securities and Exchange Board of India (SEBI) through their SCORES (SEBI Complaints Redress System) platform. Explain your issue and the non-compliance by the company in providing the requested documents.
4. **Legal Notice:** - If the above steps do not yield results, consider sending a legal notice to the company. This should be done through a lawyer, emphasizing the legal obligation of the company to provide the requested documents as per the Companies Act, 2013.
5. **Approach the NCLT:** - If the company still fails to provide the documents, you can file a petition with the National Company Law Tribunal (NCLT) seeking an order to direct the company to furnish the requested documents.
To, The Company Secretary, NDTV Limited, [Company's Address], New Delhi.
Subject: Request for Access to Statutory Documents and Registers
Dear Sir/Madam,
I am a shareholder of NDTV Limited, residing in [Your State]. I am writing to formally request copies of the following statutory documents and registers, as per the provisions of the Companies Act, 2013 and the rules framed thereunder:
1. Details of compensation and remuneration of employees as per Section 197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as referred to in the Annual Report for FY 2023-24. 2. Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170. 3. Register of Contracts or arrangements in which Directors are interested under Section 189.
I request that these documents be provided to me either electronically to my registered email address or physically at my address mentioned above.
I would like to highlight that Section 197, Section 170, Section 189, and the relevant rules under the Companies Act, 2013, do not impose any restrictions based on the geographical location of the shareholder. Therefore, as a shareholder, I am entitled to receive these documents irrespective of my physical location.
I request your prompt attention to this matter and look forward to receiving the requested documents within [reasonable timeframe, e.g., 15 days] of this letter.
CAclubindia
