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2021 (1) TMI 616 - Tri - Companies LawSeeking directions for holding and convening of AGM - Seeking appointment of Chairman to conduct the Annual General Meeting - HELD THAT - It appears from the records that the Petitioner Company is a shareholder of the Respondent No.1 Company M/s. Sayegh Paint Factories India Private Limited . It is also seen that the Petitioner Company through its Directors made a specific demand in writing to conduct the Annual General Meeting of the Respondent Company, but no steps have been taken by the Respondent-Company or its Directors to convene the Annual General Meeting for the financial years 2018-2019 to transact the businesses sought for. This Tribunal has power to direct the calling of an Annual General Meeting of the Company as the Annual General Meeting of the Company for the year 2018-2019 and 2019-2020 have not been held. This Tribunal appoints Shri. K. R Jinan as the Chairman to conduct the meeting of Respondent Company - Chairman is to conduct the Annual General Meeting of the Respondent Company as prescribed under the Companies Act,2013 for the Financial Years 2018-2019 and 2019-2020 for which notice is to be given as per rules making it clear that one member of the Company Present in person or proxy shall be deemed to constitute a meeting - Petition disposed off.
Issues:
1. Failure to conduct Annual General Meeting for the years 2018-2019 and 2019-2020. 2. Default in fulfilling statutory requirements under the Companies Act, 2013. 3. Appointment of Chairman to conduct the Annual General Meeting. 4. Failure to comply with necessary filings and documentation. Issue 1: Failure to conduct Annual General Meeting for the years 2018-2019 and 2019-2020: The Petitioner, a shareholder, filed a petition under Section 97(1) of the Companies Act, 2013, as the Respondent-Company failed to convene the Annual General Meeting for the mentioned years. Despite specific demands by the Petitioner, the Respondent-Company and its Directors did not take steps to hold the required meetings. The Tribunal, having the power under Section 97(1), directed the calling of the Annual General Meeting for the years in question. Issue 2: Default in fulfilling statutory requirements under the Companies Act, 2013: The Respondent-Company, by failing to hold the Annual General Meeting, breached statutory obligations under the Companies Act, 2013. The Directors defaulted in convening the meeting and presenting essential documents such as Audited Balance Sheet, Financial Statements, Director's Report, and Auditors Report as required by Sections 92(3) and 134 of the Act. The absence of a functioning Board further highlighted the non-compliance with legal obligations. Issue 3: Appointment of Chairman to conduct the Annual General Meeting: In response to the petition, the Tribunal appointed Shri. K. R Jinan as the Chairman to conduct the Annual General Meeting for the years 2018-2019 and 2019-2020. The Chairman was tasked with ensuring compliance with the Companies Act, 2013, and facilitating the meeting as per the legal requirements. The Petitioner was directed to bear the Chairman's remuneration, to be determined with the consent of Shri. K.R. Jinan. Issue 4: Failure to comply with necessary filings and documentation: Apart from the failure to hold the Annual General Meeting, the Respondent-Company also defaulted in filing the necessary KYC (Form No.INC-22A) as mandated by law. The non-compliance with these filing requirements further illustrated the lack of adherence to statutory provisions. The Tribunal's order addressed the overall non-compliance issues and provided a resolution by appointing a Chairman to oversee the overdue Annual General Meetings.
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