TMI Blog2019 (12) TMI 1024X X X X Extracts X X X X X X X X Extracts X X X X ..... its Board's Report for the Financial Year 2015-16 in terms of Section 131(1) of the Companies Act, 2013 R/w Rule 77 of NCLT Rules, 2016 - The Petitioner Company is directed strictly to follow all the prescribed procedure/conditions as laid down under Rule 77 of NCLT Rules, 2016. - C.P. NO. 83/BB/2019 - - - Dated:- 10-10-2019 - Rajeswara Rao Vittanala, Judicial Member And dr. Ashok kumar mishra, technical member C.R. Madhusudhanan for the Petitioner. Smt. Prema Hatti for the Respondent. ORDER Rajeswara Rao Vittanala, C.P. No.83/BB/2019 is filed by M/s. Indiavidual Learning Private Limited ('Petitioner') under Section 131(1) of the Companies Act, 2013, by inter alia seeking to permit the Petitioner Company to revise its Board's Report dated 06th September, 2016 for the Financial Year 2015-16, in terms of Section 131(1) of the Companies Act, 2013, R/w Rule 77 of the NCLT Rules, 2016, as per the draft Board's Report filed with this Petition. 2. Brief facts of the case, as mentioned in the Company Petition, which are relevant to the issue in question, as follows: (1) M/s. Indiavidual Le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Flat 301B, Prestige Four Session M.G. Road, Bangalore 560 001 2. Prashant Pravin Mehta Appointment date 05.03.2015 Cessation date 11.06.2018 05113137 Flat No. 1403, 14th Floor, A Wing Bolivina Apartment, Mumbai 400 037, Maharshtra 3. Raju Rajesh Appointment dated 20.11.2014, Cessation date 11.06.2018 013211632 Villa E11, Chaitanya Oakvilla, HagadurMn Rd, Nr Prestige Ozone, Bangalore 560066 4. Anshuman Thakur Appointment dated 11.06.2018, Cessation date- None 03279460 905/Tower II, 9th Floor, Casa Grande, TulsiPoiple Road, Mumbai 400 013 5. Kiran Mathew Thomas Appointment date 11.06.2018, Cessation date- None 02242745 Plot No.77-A, Nandanvan Co-op Housing Society Lane No.4 Mumbai 400 706 (4) The name and contact deta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting held on 30th September, 2016 in terms of Section 129 of the Act. The Audited Financial Statements together Board's Report under Section 134 was filed with the RoC on 18th November, 2016 in terms of Section 137 of the Act. (8) It is stated that the aforesaid Board's report for the FY 2015-16, certain matters to be covered in terms of the provisions of Section 134 of the Companies Act, 2013 and rules made thereunder were unintentionally omitted to be reported. These inadequacies were noticed by the Company recently, when it was reviewing the documents filed with the NCLT, Bangalore Bench in connection with the proposed Reduction of Share Capital in terms of Section 66 of the Act. (9) It is stated that the inadequacies in the said Board's Report dated 06th September, 2016 are given below: i. The financial highlights of the performance of the Company in terms of Rule 5(i) of the Companies (Accounts) Rules, 2014. ii. Details of Subsidiaries, Joint Ventures or associate Companies in terms of Rule 5(iv) of the said Rules. iii. Details relating to Deposits in terms of Rule 5(v) of the said Rules. iv. Details in respect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... val of this Tribunal pursuant to Section 131 of the Companies Act, 2013. It is contended that this revised report will take effect only after the approval accorded by this Tribunal and further approval of members of the Company as per applicable provisions of the Companies Act, 2013. And the proposed revision to the Board's report will not cause any prejudice to any shareholders, creditors or any other stakeholder of the Petitioner Company and will not cause any material changes in the financial statement of the Company for the FY 2015-16 or the financial statement of any subsequent years. (12) It is stated that the Petition is being filed within 14 days from the date of passing of resolution passed by the Board of Directors in compliance of Rule 77(1) and the Petitioner Company undertakes to advertise the application in compliance of Rule 77(4) of the NCLT Rules 2016, Read with Rule 35, 14 days prior to the date of hearing of the Company. It also undertakes to call a General meeting, place the revised Boards' report for consideration before the decision is taken on adoption and pass requisite resolutions. On receipt of the order from this Tribunal the Petitioner u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ous in nature and happened due to inadvertence and if permitted to revise as sought for, would not prejudice interests of Company, its shareholders, or stake holders or violate any provisions of Companies Act, 2013. They have also declared that the Petitioner Company has been prompt in all annual filings with the RoC and all statutory Registers and records are maintained in accordance with the provisions of the Companies Act, 2013. Therefore, we are satisfied that the instant Application/Petition is filed duly following extant provisions of Companies Act, 2013, and the Rules made thereunder and thus, by following principle of ease of doing business, we are inclined to dispose the Company Petition subject to compliance of provisions of Rule 77 of NCLT Rules, 2016. 7. In the result, C.P No.83/BB/2019 is disposed of with following directions: (a) The Petitioner Company is permitted to revise its Board's Report for the Financial Year 2015-16 in terms of Section 131(1) of the Companies Act, 2013 R/w Rule 77 of NCLT Rules, 2016. (b) The Petitioner Company is directed strictly to follow all the prescribed procedure/conditions as laid down under Rule 77 of NC ..... X X X X Extracts X X X X X X X X Extracts X X X X
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