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TMI Blog2021 (8) TMI 151X X X X Extracts X X X X X X X X Extracts X X X X ..... s under:- "8. Section 96 of the Companies Act, 2013 reads as under:- 96. Annual general meeting.-- (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year: Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation: Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. (2) Every annual general meeting shall be call ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Companies Act, 2013. Accordingly, the CP is allowed as under:- i) We hereby direct Respondent Nos. 1 to 3 to convene, hold and conduct the Annual General Meeting within 30 days from today on any working day during business hours i.e. 9 AM to 6 PM, at the registered office of the respondent No. 1-company at Gurugram, after duly certifying strict compliances of the procedures as contemplated under the Articles of Association of the company and the Companies Act, 2013. ii) One member of the company present in person or by proxy shall be deemed to constitute the quorum for convening the Annual General Meeting. iii) The Members/Directors are directed to maintain peace and harmony at the time of Annual General Meeting so that the business of the company shall be conducted properly. iv) In view of the apprehension expressed by respondent Nos. 2 and 3, the Regional Director, Northern Region, Ministry of Corporate Affairs, Paryavaran Bhawan, CGO Complex, New Delhi, is directed either to present himself or depute any officer of his office not below the rank of Assistant Director to supervise the Annual General Meeting. The date, time and place of the meeting should be communicated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent Nos. 2 and 3 have not denied their mandatory obligation to hold the AGM of the respondent No. 1 company within the prescribed period, this Tribunal without going into the allegations and counter allegations of the parties, passed orders as referred above, directing the respondent Nos. 1 to 3 to convene, hold and conduct the AGM within 30 days from the date of the order i.e. from 19.03.2020. In view of the apprehensions raised by the respondent Nos. 2 and 3 to conduct the meeting, as per rules and in a peaceful manner it was directed that the representatives of the Regional Director, Ministry of Corporate Affairs and the Police Personnel be present at the time of conducting the AGM. 7. The respondent Nos. 2 and 3, admittedly, have not executed/complied with the order dated 19.03.2020 in CP No. 142/Chd/Hry/2019 of this Tribunal, till date. The respondent Nos. 2 and 3 through their CA No. 12 of 2021 submit that they are aggrieved with the order dated 19.03.2020 in CP No. 142/Chd/Hry/2019 of this Tribunal however, they could not file an appeal under Section 421 of the Companies Act, 2013 against the said order of this Tribunal before the Hon'ble NCLAT since they have rec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the courts including NCLT and Hon'ble NCLAT started functioning through virtual mode, as observed above and the courts are entertaining the petitions/applications/appeals and passing appropriate orders. This includes granting of stay or any appropriate order if an appeal or petition is filed. The respondent Nos. 2 & 3 having been able to file CA No. 12 of 2021 before this Tribunal on 11.02.2021 and contest CA No. 457/2020 cannot justify non-filing of appeal, if aggrieved with the order dated 19.03.2020 in CP No. 142/Chd/Hry/2019 of this Tribunal. Therefore, the submission that they are not under any statutory obligation to implement the orders of this Tribunal till the expiry of the period of limitation to file appeal, is unacceptable and unsustainable. 9. It is true that the Hon'ble Supreme Court in Suo Moto Writ Petition (Civil) No(s). 3/2020 dated 23.03.2020 ordered that "a period of limitation in all such proceedings, irrespective of the limitation prescribed under the general law or Special Laws whether condonable or not shall stand extended w.e.f. 15th March 2020 till further order/s to be passed". The Hon'ble Supreme Court again vide order dated 27.04.2021 in M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d applications, including for legal purposes, and educational and job-related requirements." Supreme Court Advocate on Record Association (SCAORA) has now through this Interlocutory Application highlighted the daily surge in COVID cases in Delhi and how difficult it has become for the Advocates-on-Record and the litigants to institute cases in Supreme Court and other courts in Delhi. Consequently, restoration of the order dated 23rd March, 2020 has been prayed for. We have heard Mr. Shivaji M. Jadhav, President SCAORA in support of the prayer made in this application. Learned Attorney General and Learned Solicitor General have also given their valuable suggestions. We also take judicial notice of the fact that the steep rise in COVID-19 Virus cases is not limited to Delhi alone but it has engulfed the entire nation. The extraordinary situation caused by the sudden and second outburst of COVID-19 Virus, thus, requires extraordinary measures to minimize the hardship of litigant-public in all the states. We, therefore, restore the order dated 23rd March, 2020 and in continuation of the order dated 8th March, 2021 direct that the period(s) of limitation, as prescribed under any g ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued various Circulars from time to time clarifying procedure for holding the extraordinary general meetings and AGMs through video conferencing or other audio visual means in view of Covid-19 situation prevailing in the country from time to time. One such circular is General Circular No. 20/2020 dated 05.05.2020, in terms of the same, companies can hold their AGMs through video conferencing after following the procedure mentioned therein. The respondent Nos. 2 and 3 instead of conducting the AGM, as mandated under the provisions of the Companies Act, 2013 and as ordered by this Tribunal in its order dated 19.03.2020 in CP No. 142/Chd/Hry/2019 and in terms of the clarifications issued by the Ministry of Corporate Affairs, Government of India, from time to time, avoided to conduct the AGM on the unsustainable ground that they are still within the period of limitation even as on 11.02.2021 i.e. the date on which they filed CA No. 12 of 2021 to file the appeal. The action of the respondent Nos. 2 and 3 is a clear violation of the orders of this Tribunal dated 19.03.2020 in CP No. 142/Chd/Hry/2019. 12. However, in the peculiar facts of this case, as observed above, we are inclined ..... X X X X Extracts X X X X X X X X Extracts X X X X
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