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TMI Blog2021 (9) TMI 812X X X X Extracts X X X X X X X X Extracts X X X X ..... st M/s. Sofine Decors Private Limited seeking the following reliefs: - i. To give direction to the respondents herein to hold/convene the annual general meeting of the company for the financial year 2018-2019; ii. To appoint / nominate an observer for the annual general meeting of the company to be held for the financial year 2018-2019 in accordance with the direction of the hon'ble tribunal and iii. To pass such other order as the Hon'ble Tribunal may deem fit and proper in the circumstances of the case. 2. The case of the Petitioner is that the Annual General Meeting of the Company for the financial year 2018-2019 was to be held on or before 31.03.2019. Since the respondents failed to hold the Annual General Meeting for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company for the financial year 2018-2019, is an attempt on his part to bye-pass accountability to the shareholders of the company and to run the business of the company as his proprietary concern. 5. Vide order dated 18.03.2021, respondent company was set ex-parte in view of its non-appearance even though notice was duly served. The 2nd respondent entered appearance and contested the matter. 6. The respondent No.2 in his counter affidavit stated that the management of respondent company called several board meetings for the adoption of accounts for the Financial Year 2018-2019. However, the Petitioner along with some other directors who are his associates have not shown any interest to attend the meetings. Directors of the respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to the restriction imposed by police authorities and not due to any action on the part of R1 company or R2. Due to the prohibitory order standing under section 144 of the Criminal Procedure Code (CrPC) was in force, R1 Company and R2 were unable to hold the Extraordinary General Meeting. The petitioner could have approached the R1 Company for holding a General Meeting and this petition is only to create an impression and confusion among the employees as well as the outside public that the management of the company is improper. 9. We have carefully perused the pleadings submitted by both sides and have heard the learned Counsel for the Petitioner and the learned PCS appearing for the Respondents No.2. Before dealing with the merits of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 04.2014, reads as follows: - 96. Annual General Meeting. - (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year: Provided further that if a company holds its first annua ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , this Tribunal pass the following order. i. Respondents are directed to conduct the AGM for the Financial Year 2018-2019 as prescribed under the Companies Act,2013, on 30th October 2021. ii. Mr. K. Easwara Pillai [keaswaran@gmail.com, gmakochi@grandmarkca.com, Grandmark Associates, Chartered Accountants, Amrita Trade Towers, Pallimukku Junction, M.G. Road, Kochi is appointed as the observer in conducting the above AGM of the 1st Respondent Company, as prescribed under the Companies Act,2013 on 30th October 2021. Due to the present pandemic the meeting should be conducted by physical mode or video conferencing. The mode can be decided by the observer. He shall fix the venue and time for the AGM after issuing notice to all eligible membe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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