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2021 (8) TMI 151 - Tri - Companies LawDirection to convening of Annual General Meeting (AGM) - period of limitation for all proceedings - condonation of delay or not - HELD THAT - It is true that the Hon'ble Supreme Court in Suo Moto Writ Petition (Civil) No(s). 3/2020 dated 23.03.2020 2020 (5) TMI 418 - SC ORDER 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 . What is to be seen is that the respondent Nos. 2 3 have not contended that they were prevented from filing the appeal or unable to file the appeal for the last more than one year due to any compelling reasons. On the other hand, they filed the CA No. 12 of 2021 before this Tribunal. The contention that till the expiry of the limitation period for filing the appeal, no order against which the appeal is proposed to be filed, can sought to be implemented/executed and that the party who suffered the said order cannot be committed for contempt for non-implementation/non-compliance of the said order is unsustainable. The order passed by a Court/Tribunal is executable/implementable from the date of its passing - The conduct of the respondent Nos. 2 3 in not complying with the orders of this Tribunal for more than one year is not bonafide. On the other hand, it is contemptuous. It is to be seen that the Government of India, Ministry of Corporate Affairs has 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. 1 to 3 shall comply/implement the order by convening/holding and conducting the Annual General Meeting within 30 days from the date of receipt of this order either through physical mode or through video conferencing or other audio visual means in terms of the Circulars issued from time to time by the Ministry of Corporate Affairs and shall file the compliance report before the next date of hearing - List the matter on 06.09.2021.
Issues Involved:
1. Direction to convene Annual General Meeting (AGM). 2. Non-execution of Tribunal's order. 3. Stay of proceedings. 4. Compliance with the Tribunal's order. Detailed Analysis: 1. Direction to Convene Annual General Meeting (AGM): The applicant filed CP No. 142/Chd/Hry/2019 under Section 97 of the Companies Act, 2013, seeking a direction to Gujarat TV9 Private Limited and its directors to convene an AGM. The Tribunal allowed the petition on 19.03.2020, directing the respondents to hold the AGM within 30 days, emphasizing the mandatory requirement under Section 96 of the Companies Act, 2013. The Tribunal also provided specific instructions, including the presence of a member or proxy to constitute a quorum, maintaining peace during the AGM, and supervision by the Regional Director and police personnel. 2. Non-execution of Tribunal's Order: The petitioner alleged non-execution of the order dated 19.03.2020, leading to the filing of CA No. 457 of 2020 under Section 424(3) of the Companies Act, 2013. The respondents admitted their obligation to hold the AGM but cited the nationwide lockdown due to COVID-19 as the reason for non-compliance. They also mentioned the period of limitation extension ordered by the Supreme Court, arguing that no execution application is maintainable until the expiry of this period. 3. Stay of Proceedings: Instead of filing a counter to CA No. 457 of 2020, the respondents filed CA No. 12 of 2021, seeking a stay of proceedings in CA No. 457 of 2020. They argued that they were still within the limitation period for filing an appeal due to the Supreme Court's order extending the period of limitation during the COVID-19 pandemic. 4. Compliance with the Tribunal's Order: The Tribunal noted that despite the pandemic, courts, including NCLT and NCLAT, have been functioning virtually and accepting petitions. The respondents' failure to file an appeal or comply with the Tribunal's order was deemed unjustifiable and contemptuous. The Tribunal emphasized that orders are executable from the date of passing, and non-compliance for over a year was not bona fide. The Tribunal highlighted the Ministry of Corporate Affairs' circulars allowing AGMs through video conferencing, which the respondents failed to utilize. Conclusion: The Tribunal granted the respondents another opportunity to comply with the order dated 19.03.2020 by convening the AGM within 30 days, either physically or through video conferencing, and directed them to file a compliance report. The matter was listed for further hearing on 06.09.2021.
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