TMI Blog2021 (9) TMI 812X X X X Extracts X X X X X X X X Extracts X X X X ..... Since the provision starts with the words, If any default is made in holding the Annual General Meeting of a company under Section 96.. , it is clear that the existence of a default is a condition prior to invoking the jurisdiction of this Tribunal under Section 97 of the Companies Act, 2013. The admitted position is that there is a default on the part of the respondents in conducting the AGM of the company, albeit both sides blaming each other for the default. Here, since the 2nd Respondent in his reply affidavit has agreed to conduct the AGM as per the provisions of Section 97 of the Companies Act, this Tribunal directs the respondents to conduct the AGM for the Financial Year 2018-2019 as prescribed under the Companies Act,2013, on 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany in holding the Annual General Meeting of the company for the financial year 2018-2019 is evident from the 'Company Master Data' as displayed in the website of the Ministry of Corporate Affairs and that respondent No.2 is the Manging Director of the Respondent Company. Therefore, he is the officer in default, who was duty bound to hold the Annual General Meeting of the company for the financial year 2018-2019. The respondent No.2 is wilfully violating the statutory provisions and obligations and is also preventing the directors from functioning, misusing and misappropriating the funds and resources of the company. The second respondent is managing the company ineptly, incompetently and dishonestly. The acts and deeds of the sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent no.2 has taken all possible efforts for the management of respondent company despite the adverse market conditions prevailing in the industry segment in which Company operates amid the COVID-19 pandemic situation. It is also stated that the respondent no.2 did not have any objection to convene the Annual General Meeting for the financial year 2018-2019 as per the provisions of the Companies Act,2013. 7. It is further stated that respondent no.2 has not taken any salary from the respondent company during this tough period irrespective of his efforts to revive the respondent company. The numerous proposals for the revival of the respondent company and attractive new investment plans devised were a failure due to the non-corporation of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act. 10. The objective of Section 97 of the Companies Act, 2013 is to facilitate an Annual Gener ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate: Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance: Provided further that the Central Government may exempt any company fro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of the observer shall be borne by the petitioner and 2nd respondent equally, in consultation with the observer. 13. With the above direction CP/54/KOB/2020 stands disposed of. CP/01/KOB/2021 1. This Company Petition has been filed under Section 98 of the Companies Act, 2013, by the Petitioner Mr. Athish Mathew who is a shareholder of M/s. Sofine Decors Private Limited seeking the following reliefs: - i. To give direction to the respondents herein to hold/convene the extra ordinary general meeting of the company; ii. To appoint / nominate an observer for the extra ordinary general meeting of the company in accordance with the direction of the hon'ble tribunal and iii. To pass such other order as the Hon'ble ..... X X X X Extracts X X X X X X X X Extracts X X X X
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