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TMI Blog2019 (12) TMI 1024X X X X Extracts X X X X X X X X Extracts X X X X ..... ar 2015-16, in terms of Section 131(1) of the Companies Act, 2013, R/w Rule 77 of the NCLT Rules, 2016, as per the draft Board's Report filed with this Petition. 2. Brief facts of the case, as mentioned in the Company Petition, which are relevant to the issue in question, as follows: (1) M/s. Indiavidual Learning Private Limited ("hereinafter referred to as "the Company" or "Petitioner Company") was incorporated on 28th August, 2012 as a Private Company under the provisions of the Companies Act, 1956 under the Name "Indiavidual Learning Private Limited" with CIN U80301HR2012PTC046937 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Further the Petitioner Company has shifted its registered office ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tanya Oakvilla, HagadurMn Rd, Nr Prestige Ozone, Bangalore 560066 4. Anshuman Thakur Appointment dated 11.06.2018, Cessation date- None 03279460 905/Tower II, 9th Floor, Casa Grande, TulsiPoiple Road, Mumbai 400 013 5. Kiran Mathew Thomas Appointment date 11.06.2018, Cessation date- None 02242745 Plot No.77-A, Nandanvan Co-op Housing Society Lane No.4 Mumbai 400 706 (4) The name and contact details of the Directors, KMP and other officers of the Petitioner Company on the date of adoption of the Board's Report for the FY 2015-16 is as follows: Sl. No. Name Designation DIN Address of Director 1. Aditi Avasthi CEO and Managing Director 05352951 Flat 301B, Prestige Four Seasons, Brunton Road, Bangalore 560 001 2. Ra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany in terms of Section 136 of the Act, were laid before and adopted at the Annual General Meeting held on 30th September, 2016 in terms of Section 129 of the Act. The Audited Financial Statements together Board's Report under Section 134 was filed with the RoC on 18th November, 2016 in terms of Section 137 of the Act. (8) It is stated that the aforesaid Board's report for the FY 2015-16, certain matters to be covered in terms of the provisions of Section 134 of the Companies Act, 2013 and rules made thereunder were unintentionally omitted to be reported. These inadequacies were noticed by the Company recently, when it was reviewing the documents filed with the NCLT, Bangalore Bench in connection with the proposed Reduction of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... port dated 06th September, 2016. viii. For the qualification made by the Auditor for the FY 2015-16, the relevant comment/explanation was not provided in the Board's report. ix. In terms of the provisions under the Sexual Harassment of Women at Workplace (Prevention and Prohibition and Redressal) Act, 2013 the Company had to make certain disclosures on the complaints received if any under the said Act. While the Company had during the FY 2015-16 complied with the requirement, under the said Act, a statement to that effect was omitted to be made in the Board report. x. In respect of the Paragraph under Directors' Responsibility Statement in terms of Section 134(3)(c) R/w Section 134(5) of the Companies Act, 2013, the wording in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 35, 14 days prior to the date of hearing of the Company. It also undertakes to call a General meeting, place the revised Boards' report for consideration before the decision is taken on adoption and pass requisite resolutions. On receipt of the order from this Tribunal the Petitioner undertakes to publish the notice on the general meeting along with the reasons for change in the board's report in newspaper in English and in vernacular language. After the completion of General Meeting, the Petitioner undertakes to file with the Registrar of Companies the revised Board Report. 3. Heard Shri C.R.Madhusudhanan, learned PCS for Petitioner and Shri K.Nagaraj, representing Smt. Prema Hatti, learned Standing Counsel for RoC. We have caref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uthorities before passing any order under this section. Since the RoC has not filed any representation on the instant Petition, it deemed that it has no representation against the petition. Therefore, on principle of ease of doing business, we are passing orders as per merits of the case. 6. By perusal of inadequacies of the Board Report dated 6th September, 2016 as noticed and pointed supra, are not serious in nature and happened due to inadvertence and if permitted to revise as sought for, would not prejudice interests of Company, its shareholders, or stake holders or violate any provisions of Companies Act, 2013. They have also declared that the Petitioner Company has been prompt in all annual filings with the RoC and all statutory Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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