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TMI Blog2020 (9) TMI 441X X X X Extracts X X X X X X X X Extracts X X X X ..... ection for calling of an Annual General Meeting - Respondent Nos.2 and 3, who are the Directors of respondent No.1- company have not denied the mandatory obligation of respondent No.1- company to hold the Annual General Meeting within the prescribed period. In view of the mandatory requirement under the provisions of the Companies Act, 2013 and in view of the paramount interest of the company, as also the submissions made on behalf of both sides, we consider that this is a fit case of exercising the powers conferred under Section 97 of the Companies Act, 2013 - Respondent Nos.1 to 3 directed to convene, hold and conduct the Annual General Meeting within 30 days from today on any working day during business hours i.e. 9 AM to 6 PM, at the re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng with respondent No.2, who holds 0.10% shareholding in the respondent No.1-company. Respondent Nos.2 and 3 are the only Directors on the board of respondent No.1-company. Respondent No.2 despite holding negligible shareholding of 0.10% in respondent No.1-company as against the 99.90% shareholding of the ABPL and respondent No.3, who is only a Director in respondent No.1-company, are acting contrary to the will of the majority shareholder i.e. ABPL as well as against the interest of respondent No.1-company, by not holding an Annual General Meeting within the prescribed time, as mandated by the provisions of the Companies Act, 2013. Hence, the CP. 4. Respondent Nos.2 and 3 have filed a joint reply, denying the averments made in the CP. 5. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions. 7. Since, respondent Nos.2 and 3 have not disputed the fact of the legal obligation of conducting the Annual General Meeting of respondent No.1- company within the prescribed time and since the CP is filed mainly for seeking a direction to respondent No.1-company to conduct the Annual General Meeting, there is no necessity to go into various contentions raised by both sides with regard to shareholding and management of the petitioner-company and also the cases and disputes with regard to the same. Further, since CA No.1151 of 2019 filed by respondent Nos.2 and 3, questioning the authority of Shri A. Srinivasa Rao to file the present CP on behalf of petitioner-company, was dismissed by this Tribunal, it is not necessary to go into tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... office of the company or at some other place within the city, town or village in which the registered office of the company is situate: Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance: Provided further that the Central Government may exempt any company from the provisions of this subsection subject to such conditions as it may impose. Explanation.- For the purposes of this sub-section, "National Holiday" means and includes a day declared as National Holiday by the Central Government." 9. In the event of default in holding the Annual General Meeting of a company under Section 96, this Tribunal is empower ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 97 of the Companies Act, 2013. Accordingly, the CP is allowed as under:- i) We hereby direct Respondent Nos.1 to 3 to convene, hold and conduct the Annual General Meeting within 30 days from today on any working day during business hours i.e. 9 AM to 6 PM, at the registered office of the respondent No.1-company at Gurugram, after duly certifying strict compliances of the procedures as contemplated under the Articles of Association of the company and the Companies Act, 2013. ii) One member of the company present in person or by proxy shall be deemed to constitute the quorum for convening the Annual General Meeting. iii) The Members/Directors are directed to maintain peace and harmony at the time of Annual General Meeting so that the b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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