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TMI Blog1971 (11) TMI 90X X X X Extracts X X X X X X X X Extracts X X X X ..... ted May 29, 1971, requesting for three months' time to hold the general body meeting from July 1, 1971. The Registrar, by letter dated June 8, 1971, declined to grant time and informed the Nidhi that expeditious steps should be taken to hold the meeting in accordance with law. The persons in charge of the affairs of the company appear to have met the Registrar in person and explained the position and reiterated the request for time and followed up the request by a letter dated June 24, 1971, requesting for extension of time up to at least 10 weeks. By letter dated 3rd September, 1971, the Registrar turned down that request also. It is in these circumstances that this application has been taken under rules 9 and 11( b ) of the Companies (Court) Rules, 1959, praying that this court may be pleased to extend the time for holding the annual general meeting up to the middle of November, 1971. This application was presented on 18th September, 1971 The Registrar of Companies has filed an affidavit contending that the application is not maintainable in law, that the power to extend the time within which the annual general meeting should be held rests with the Registrar and that this court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... first annual general meeting should be held within 18 months of the company's incorporation. No provision is made for granting extension of time in such a case in contrast with the company's subsequent annual general meeting. The section, as it stood, originally conferred power upon the Registrar to extend the time for holding the meeting up to six months. But this period was reduced to three months by the Amending Act XLV of 1960. The language employed in section 166 shows that the annual general meeting should be held whether or not the annual accounts are ready for consideration at that meeting. In other words, a clear statutory duty is cast on the directors to call the meeting whether or not the accounts, the consideration of which is one of the matters to be dealt with at an annual general meeting, are ready or not. Section 167 confers certain powers on the Central Government in the matter of calling annual general meeting. It provides: "167. Power of Central Government to call annual general meeting. (1) If default is made in holding an annual general meeting in accordance with section 166, the Central Government may, notwithstanding anything in this Act or in the art ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act or the articles, the court may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting, ( a )order a meeting of the company to be called, held and conducted in such manner as the court thinks fit; and ( b )give such ancillary or consequental directions as the court thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company's articles. Explanation. ' The directions that may be given under this subsection may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted." This corresponds to section 79(3) of the 1913 Act and to section 135 of the English Act. It would be seen from the language employed in this section that it confers power upon the court only in the case of meetings other than the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompanies Act, that the Company Law Committee recommended incorporation of suitable provision and it is in those circumstances that express power has been conferred upon the Central Government under section 167, and that under section 186 the power of the court is expressly excluded with regard to calling an annual general meeting of the company. A similar view was taken by Mukharji J. in In re Coal Marketing Co, of India Private Ltd. [1967] 37 Comp. Cas. 720 (Cal.). In that case, an application was taken out under section 633(2) of the Act for an order that upon the undertaking of the applicants to hold the annual general meeting of the company (which should have been held previously) within six months from the date of the order, they may be relieved wholly from the liabilities for not holding such annual general meeting. The learned judge, on an examination of the provisions of the Act, came to the conclusion that the court has no power to grant the request for holding the annual general meeting within any time prayed for, having regard to sections 166, 167 and 186 of the Act. The decision in S.L. Kapur v. Registrar of Companies [1964] 1 Comp. LJ 211 (Orissa) on which ..... X X X X Extracts X X X X X X X X Extracts X X X X
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