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2020 (10) TMI 639 - Tri - Companies LawDirection/clarification from this Court for implementation of final order - Serious differences as well as clash of interest among the directors of the company which resulted in deadlock in function of company and the production in the manufacturing unit - HELD THAT:- The document(s) in question and Forms, which includes E-Form, Annual and Financial Statement of the Respondent Company, these are subject matter of the present Company Petition shall not be taken on record or acted upon for any purpose of the Respondent Company until its AGM/EGM is duly convened and approved such document(s)/Form(s)/Statement(s)/E-Form (s)/E-Statement(s) and duly ratify its filing with requisite majority in such AGM/EGM till such period the Office of the ROC can declared its E-Form/document(s) as "NTBR", so as to avoid further complication in the matter. As, we have already clarified in our previous order dated 10.10.2019 that ROC is not required to convene such AGM/EGM, but only to facilitate the same and such meetings is required to be convened by the Respondent Company through the Petitioner and the Advocate Observer appointed by this Court. In such proposed AGM/EGM the ROC shall depute its "OBSERVER" who may be an Officer of the Office of the ROC or may be an Independent Professional. The Observer shall produce their independent report and to be submitted to the Office of the ROC and/or if necessary to this Court for further course of action to be taken in the matter. In such proposed AGM/EGM the Independent "Observer" appointed by this Court (vide our order dated 27.06.2019 ) i.e. Mr. Harmish Shah, Advocate alongwith Independent Director through Bank of Baroda and Facilitator(s)/Chartered Accountant(s) appointed by this Court shall also remain present and participate in the discussion of meeting but without having right of voting. A report in this respect to be prepared and to be submitted by the Advocate Observer to this Court as well as to the Office of the ROC. Application disposed off.
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