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TMI Blog2021 (8) TMI 151X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered 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 empowered under Section 97 of the Companies Act, 2013, for issuance of a direction for calling of an Annual General Meeting. Section 97 of the Companies Act, 2013, reads as under:- 97. Power of Tribunal to call annual general meeting.--(1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director, New Delhi, so that under his supervision, the Annual General Meeting can be convened. v) The concerned Station House Officer, shall facilitate the conducting of the Annual General Meeting of the respondent No. 1-company, either by being present himself or by deputing any officer of his Police Station, not below the rank of Assistant Sub-Inspector of Police, to maintain peace and harmony at the time of Annual General Meeting. The date, time and place of the meeting should be communicated to the concerned Station House Officer. 3. Alleging non-execution of the aforesaid order by the respondents, the petitioner in CP No. 142/Chd/Hry/2019 filed the CA No. 457 of 2020 under Section 424(3) of the Companies Act, 2013 read with Rule 56 of the NCLT Rules, 2016 is seeking execution of the order/judgment dated 19.03.2020. 4. The respondent Nos. 2 3 in the CP, on receipt of notices in CA No. 457 of 2020 instead of filing a counter thereto, filed CA No. 12 of 2021 in CP No. 142/Chd/Hry/2019 seeking stay of the proceedings in CA No. 457 of 2020 in CP No. 142/Chd/Hry/2019 till such time as this Hon'ble Tribunal may deem fit and proper. 5. Heard Mr. Abhishe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave received the order dated 19.03.2020 of this Tribunal only on 02.04.2020 i.e. after the Nationwide Lockdown due to the spread of Pandemic Covid-19 was imposed. They further submit and admit that they have not filed any appeal against the order dated 19.03.2020 even till the date of filing of CA No. 12 of 2021 i.e. till 11.02.2021 as by virtue of the orders of the Hon'ble Supreme Court in Suo Motu Writ Petition (Civil) No(s).3/2020 dated 23.03.2020, the period of limitation for filing the appeal under Section 421 of the Companies Act, 2013 against the order dated 19.03.2020 stands extended and they are still within the limitation period for filing an appeal. Accordingly, they submit that till the expiry of the period of limitation for filing an appeal against an order, no petition/application is maintainable for execution/ compliance of the said order and that nobody can be committed for any contempt of court for non-compliance/non-implementation/non-execution of the said order. Accordingly, they prayed for dismissal of CA No. 457 of 2020. 8. It is not in dispute that the whole world came to a halt due to the Pandemic Novel Covid-19 from the beginning of the year 2020 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4.2021 in Misc. Application No. 665/2021 in SMW(C) No. 3/2020 passed the following order:- This Court took suo motu cognizance of the situation arising out of the challenge faced by the country on account of COVID-19 Virus and resultant difficulties that could be faced by the litigants across the country. Consequently, it was directed vide order dated 23rd March, 2020 that the period of limitation in filing petitions/ applications/ suits/ appeals/ all other proceedings, irrespective of the period of limitation prescribed under the general or special laws, shall stand extended with effect from 15th March, 2020 till further orders. Thereafter on 8th March, 2021 it was noticed that the country is returning to normalcy and since all the Courts and Tribunals have started functioning either physically or by virtual mode, extension of limitation was regulated and brought to an end. The suo motu proceedings were, thus, disposed of issuing the following directions: 1. In computing the period of limitation for any suit, appeal, application or proceeding, the period from 15.03.2020 till 14.03.2021 shall stand excluded. Consequently, the balance period of limitation remaining a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of limitation, as prescribed under any general or special laws in respect of all judicial or quasi-judicial proceedings, whether condonable or not, shall stand extended till further orders. It is further clarified that the period from 14th March, 2021 till further orders shall also stand excluded in computing the periods prescribed under Sections 23(4) and 29A of the Arbitration and Conciliation Act, 1996, Section 12A of the Commercial Courts Act, 2015 and provisos (b) and (c) of Section 138 of the Negotiable Instruments Act, 1881 and any other laws, which prescribe period(s) of limitation for instituting proceedings, outer limits (within which the court or tribunal can condone delay) and termination of proceedings. We have passed this order in exercise of our powers under Article 142 read with Article 141 of the Constitution of India. Hence it shall be a binding order within the meaning of Article 141 on all Courts/Tribunals and Authorities. This order may be brought to the notice of all High Courts for being communicated to all subordinate courts/Tribunals within their respective jurisdiction. Issue notice to all the Registrars General of the High Courts, returnabl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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