9911796707
TMI Blog2022 (10) TMI 962X X X X Extracts X X X X X X X X Extracts X X X X ..... JUDGMENT Justice Anant Bijay Singh ; The appellants have 5 in numbers preferred this Appeal being aggrieved and dissatisfied by the order dated 23.12.2021 passed by the National Company Law Tribunal, Cuttack Bench, Cuttack in IA No. 3/CB/2021 in CP No. 108/CB/2021 wherein IA filed by the Respondents herein raising questions about the legality of Annual general Meeting sought to be convened on 23.11.2021 by the Respondents (the Appellants herein), and other incidental reliefs. By which the National Company Law Tribunal passed the following orders: "14. As a matter of fact, at this stage, this Tribunal ALLOWS the instant application to the extent that AGM of the Company held on 23.11.2021 is void and thereby Orders that no decision taken ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he NCLT against the Appellants alleging that the Appellants were engaging in the acts of oppression and mismanagement in the Company and it was registered as CP No. 108/CTB/2021. iv) Further case is that the Appellant being present incharge of the Company are also duty bound to comply with the statutory norms and in consonance of that they had called for the Annual General Meeting of the Company on 23.11.2021 for conducting ordinary business of the Company relating to adopting of audited balance sheets as on 31.03.2021, Profit and Loss account, cash flow statement of the year together with schedules and notes attached thereto along with report of the Auditors and Directors etc. A detailed agenda for the Annual General Meeting held on 23.11 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lant Company excludes Annual General Meeting from the definition of General Meeting. 5. It is further submitted that the Annual General Meeting of the Company conducted on 23.11.2021 was in accordance with the Articles of Association of the Company and other applicable laws. This aspect of the matter has not been considered by the Tribunal while passing the impugned order, therefore, the impugned order is fit to be dismissed and the instant Appeal be allowed. 6. The Ld. Counsel for the Respondent during the course of argument and in his written submissions submitted that not every General Meeting can be referred as Annual General Meeting under the Companies Act, and Annual General Meeting is a special meeting which is conducted once in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany 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 annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation: Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. (2) Every annual general meeting shall be called during business hours, that is, between 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess than ninety-five per cent. of the total voting power exercisable at that meeting: Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub-section in respect of the former resolution or resolutions and not in respect of the latter. (2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting. (3) The notice of every meeting of the company shall be given to- (a) every member of the company, legal representative of any deceased member or the assignee o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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