TMI Blog2022 (10) TMI 962X X X X Extracts X X X X X X X X Extracts X X X X ..... ng. The instant Appeal is disposed of. - Company Appeal (AT) No. 36 of 2022 - - - Dated:- 21-10-2022 - [ Justice Anant Bijay Singh ] Member ( Judicial ) And [ Dr. Ashok Kumar Mishra ] Member ( Technical ) For the Appellant : Mr. Krishnendu Datta , Sr. Advocate with Mr. Ayush Solanki , Advocate. For the Respondent : Mr. Sandeep Bisht, Advocate for R- 1 to 4. JUDGMENT Justice Anant Bijay Singh ; The appellants have 5 in numbers preferred this Appeal being aggrieved and dissatisfied by the order dated 23.12.2021 passed by the National Company Law Tribunal, Cuttack Bench, Cuttack in IA No. 3/CB/2021 in CP No. 108/CB/2021 wherein IA filed by the Respondents herein raising questions about the legality of Annual genera ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the continuous losses occurring in the Company, the Board of Directors of the Company, conducted a Board meeting on 13.10.2020 and passed a resolution for conducting a special audit of the accounts of the Company by engaging an independent auditor. The appointment of an independent auditor for conducting a special audit of the Company was in process, the Respondents herein filed a case before the NCLT against the Appellants alleging that the Appellants were engaging in the acts of oppression and mismanagement in the Company and it was registered as CP No. 108/CTB/2021. iv) Further case is that the Appellant being present incharge of the Company are also duty bound to comply with the statutory norms and in consonance of that they had ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... directed to file their written submissions. After perused the record, it appears that the Ld. Counsel for the Respondent has filed their written submissions and Ld. Counsel for the Appellant has not filed their written submissions. 4. The Ld. Sr. Counsel for the Appellant during the course of argument and assailing the impugned order submitted that the Article 42 of the Articles of Association of the Appellant Company excludes Annual General Meeting from the definition of General Meeting. 5. It is further submitted that the Annual General Meeting of the Company conducted on 23.11.2021 was in accordance with the Articles of Association of the Company and other applicable laws. This aspect of the matter has not been considered by the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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: Provid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nety-five per cent. of the members entitled to vote thereat; and (ii) in the case of any other general meeting, by members of the company- (a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having, if the company has no share capital, not less than ninety-five per cent. of the total voting power exercisable at that meeting: Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account ..... X X X X Extracts X X X X X X X X Extracts X X X X
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