9911796707
TMI Blog2021 (1) TMI 616X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Annual Accounts, Financial Statement duly audited, Auditors Report and Directors Report complying with the provisions of Section 92(3) and 134 of the Companies Act, 2013. The facts in brief are as under: - 2. The Respondent Company was incorporated on 18.09.2015 as a Private Limited Company by shares. The Authorised share capital of the Company is 20,00,00,000 [Rupees Twenty Crores] and the paid-up share capital is ₹13,57,57,700[Rupees Thirteen Crores Fifty-Seven Lakhs Fifty-seven Thousand Seven Hundred]. At the time of incorporation, the Company was having 4 Directors namely 1. Azhan Musthafa Backer 2. Oliyath Vazhayil Musthafa Zafeer 3. Michael Faiq Ibrahim Sayegh and 4. Sameer Saleem Fayeq Sayegh. Out of these four Directo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng the Auditor's Report shall also be attached to the Financial Statement in order to comply with such statutory requirements as per Section 134 of the Companies Act, 2013. They have also defaulted in fling the necessary KYC (Form No.INC-22A). From all the above, it is discernible that the Respondent-Company is not having a functioning Board at present. 4. The Petitioner-Company made huge investments in the Respondent- Company and there cannot be any contrary claims from any person including the Respondents No.2 and 3 who are the present Directors of the Respondent-Company. There is no reason for them to withhold the holding of the Annual General Meeting contrary to the statutory requirements. 5. Therefore, the Petitioner-Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er was posted for final hearing on 14.12.2020. 8. 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 following businesses: - i. To consider the Annual Accounts and adopt the audited financial statement, if any, of the Respondent -Company for the year 2018- 2019 and Directors' Report. ii. To declare divide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. 11. From the above provision, it is clear that 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. 12. On 14.12.2020 Shri. K.R. Jinan, Retired District and Sessions Judge Ex-Judicial Member of NCLT has submitted his acceptance to perform the duties of Chairman to conduct the Annual General Meeting of the Company for the years 2018-2019 and 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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