2017 (8) TMI 133 - Tri - Companies Law

Company must hold overdue AGM within 30 days under Companies Act. Statutory compliance crucial.

The Tribunal, invoking Section 97 of the Companies Act, 2013, directed the Respondent Company to hold its overdue Annual General Meeting within 30 days. ... Powers conferred u/s 97 of the Companies Act, 2013 - holding of Annual General Meeting - Held that:- As per the provisions of Section 97 of Companies Act, the Tribunal is enshrined with the power to call the Annual General Meeting Thus we hereby consider that this is a fit case to exercise the powers conferred u/s 97 of the Companies Act, 2013. It is hereby directed that the Annual General Meeting should now be held within 30 days on receipt of this Order as prescribed under the Statute. A compliance report thereafter should also be submitted to the concerned RoC. It is paramount as well as the intension of the Companies Act to protect the functioning as well as the interest of the Company. Therefore, it is always desirable to convene and call all the meetings as prescribed under the Act so that the Company should not infringe the provisions of the Act or to be treated in default. Holding of AGM is a statutory obligation. Issues involved:- Dispute resolution among company directors- Failure to hold Annual General Meeting for the year 2015- Application under Section 167 of the Companies Act, 1956- Power of the Tribunal to call an Annual General MeetingDispute resolution among company directors:The case involved a company where disputes among directors led to the inability to conduct the audit and hold the Annual General Meeting for the year 2015. One director had resigned following a settlement, but certain legal proceedings were still pending. The petitioner sought intervention under Section 167 of the Companies Act, 1956 due to the unresolved disputes affecting the company's operations.Failure to hold Annual General Meeting for the year 2015:The Respondent Company failed to hold its Annual General Meeting for the year 2015 within the stipulated time frame as required by the Companies Act, 2013. The petitioner, a shareholder and director of the company, filed an application to the Tribunal seeking a directive for the holding of the overdue Annual General Meeting.Application under Section 167 of the Companies Act, 1956:The petitioner invoked Section 167(1) of the Companies Act, 1956, which empowers the National Company Law Tribunal to call or direct the calling of an Annual General Meeting if a default is made in holding the meeting as per Section 166 of the Act. The application was made to ensure compliance with statutory obligations and to address the company's failure to convene the necessary meeting.Power of the Tribunal to call an Annual General Meeting:In consideration of the facts and provisions of the Companies Act, 2013, the Tribunal exercised its authority under Section 97 to direct the holding of the Annual General Meeting within 30 days of the order. Emphasizing the importance of adherence to statutory requirements, the Tribunal highlighted the significance of conducting meetings as prescribed by law to protect the company's interests and ensure compliance. The judgment underscored the statutory obligation of holding the Annual General Meeting and concluded by issuing directions for compliance without imposing any costs.