Tribunal orders respondents to hold AGM within 30 days, in person or via video conference. Compliance report due.

The Tribunal granted the respondents another opportunity to comply with the order dated 19.03.2020 by convening the AGM within 30 days, either physically or through video conferencing, and directed them to file a compliance report. The matter was listed for further hearing on 06.09.2021.

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Issues Involved:
1. Direction to convene Annual General Meeting (AGM).
2. Non-execution of Tribunal's order.
3. Stay of proceedings.
4. Compliance with the Tribunal's order.

Detailed Analysis:

1. Direction to Convene Annual General Meeting (AGM):
The applicant filed CP No. 142/Chd/Hry/2019 under Section 97 of the Companies Act, 2013, seeking a direction to Gujarat TV9 Private Limited and its directors to convene an AGM. The Tribunal allowed the petition on 19.03.2020, directing the respondents to hold the AGM within 30 days, emphasizing the mandatory requirement under Section 96 of the Companies Act, 2013. The Tribunal also provided specific instructions, including the presence of a member or proxy to constitute a quorum, maintaining peace during the AGM, and supervision by the Regional Director and police personnel.

2. Non-execution of Tribunal's Order:
The petitioner alleged non-execution of the order dated 19.03.2020, leading to the filing of CA No. 457 of 2020 under Section 424(3) of the Companies Act, 2013. The respondents admitted their obligation to hold the AGM but cited the nationwide lockdown due to COVID-19 as the reason for non-compliance. They also mentioned the period of limitation extension ordered by the Supreme Court, arguing that no execution application is maintainable until the expiry of this period.

3. Stay of Proceedings:
Instead of filing a counter to CA No. 457 of 2020, the respondents filed CA No. 12 of 2021, seeking a stay of proceedings in CA No. 457 of 2020. They argued that they were still within the limitation period for filing an appeal due to the Supreme Court's order extending the period of limitation during the COVID-19 pandemic.

4. Compliance with the Tribunal's Order:
The Tribunal noted that despite the pandemic, courts, including NCLT and NCLAT, have been functioning virtually and accepting petitions. The respondents' failure to file an appeal or comply with the Tribunal's order was deemed unjustifiable and contemptuous. The Tribunal emphasized that orders are executable from the date of passing, and non-compliance for over a year was not bona fide. The Tribunal highlighted the Ministry of Corporate Affairs' circulars allowing AGMs through video conferencing, which the respondents failed to utilize.

Conclusion:
The Tribunal granted the respondents another opportunity to comply with the order dated 19.03.2020 by convening the AGM within 30 days, either physically or through video conferencing, and directed them to file a compliance report. The matter was listed for further hearing on 06.09.2021.

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