Bidisha Banerjee, Hon’ble Member (Judicial)
1. The Court convened today by hybrid mode.
2. The present Company Petition under section 97(1) of the Companies Act, 2013, has been filed by a member/ Smt. Mrinmoyee Roy, wife of Sri Dipankar Roy holding 45 equity shares, seeking the Tribunal’s Orders for calling the Annual General Meeting ofthe Respondent Company for the Financial Years ending on 31.03.2022 within 45 days from the date of such order.
3. The Respondent Company, Gitanjali Vacation Ville Private Limited was incorporated on 28th February, 1994 under the Companies Act, 1956. The last Annual General Meeting of the Respondent Company was held on 30th November, 2021 for the financial year ended on 31st March 2021.
4. The Petitioner approached the Respondent Company for holding theAnnual General Meeting for the financial years ended 31.03.2022, the Respondent Company replied that it could not get its account audited on time therefore the Annual General Meeting could not be held on time for the financial year ended 31st March, 2022.
5. The Petitioner states that as the Respondent Company herein could not get its account audited on time therefore the Annual General Meeting could not be held within stipulated time period for the financial years ending on 31.03.2022 as required under section 96 of the Companies Act, 2013.
6. We have heard the learned Authorised Representative appearing for Respondent. The Ld. Counsel for the respondent does not have any objection to the application being allowed.
7. Accordingly, we hereby, give the following directions in the exercise of the powers conferred on this tribunal under section 97(1) of the Companies Act, 2013 read with Rule 11 and Rule 74 of the National Company Law Tribunal Rules, 2016:
(a) A general meeting of the company be convened and held within 45 days from this date of this order to transact the ordinary business of approval and adoption of the Audited Financial Statements for the financial years from financial year ending on 31.03.2022 .This meeting shall be deemed to be an AGM of the Company. The meeting shall be held by following various statutory protocols and advisories scrupulously.
(b) The quorum shall consist of at least one shareholder.
(c) Notice shall be issued to all the shareholders in accordance with section 101 of the Companies Act, 2013.
(d) Necessary filings with the RoC shall be made as per the stipulated time lines.
8. The Registry is directed to send copies of the Order forthwith to all the parties and their representative for information and for taking necessarysteps.
9. Registry is also directed to send a copy of this Order to the Registrar of Companies, West Bengal, Kolkata.
10. Certified Copies of this order may be issued, if applied for, upon compliance with all requisite formalities.
11. The C.P. No. 94/KB/2023 shall be disposed of accordingly.
12. File be consigned to records.
