TaxTMI 
TaxTMI 
2019 (12) TMI 1024
X X X X Extracts X X X X
X X X X Extracts X X X X
....th September, 2016 for the Financial Year 2015-16, in terms of Section 131(1) of the Companies Act, 2013, R/w Rule 77 of the NCLT Rules, 2016, as per the draft Board's Report filed with this Petition. 2. Brief facts of the case, as mentioned in the Company Petition, which are relevant to the issue in question, as follows: (1) M/s. Indiavidual Learning Private Limited ("hereinafter referred to as "the Company" or "Petitioner Company") was incorporated on 28th August, 2012 as a Private Company under the provisions of the Companies Act, 1956 under the Name "Indiavidual Learning Private Limited" with CIN U80301HR2012PTC046937 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Further the Petit....
X X X X Extracts X X X X
X X X X Extracts X X X X
....g Bolivina Apartment, Mumbai 400 037, Maharshtra 3. Raju Rajesh Appointment dated 20.11.2014, Cessation date 11.06.2018 013211632 Villa E11, Chaitanya Oakvilla, HagadurMn Rd, Nr Prestige Ozone, Bangalore 560066 4. Anshuman Thakur Appointment dated 11.06.2018, Cessation date- None 03279460 905/Tower II, 9th Floor, Casa Grande, TulsiPoiple Road, Mumbai 400 013 5. Kiran Mathew Thomas Appointment date 11.06.2018, Cessation date- None 02242745 Plot No.77-A, Nandanvan Co-op Housing Society Lane No.4 Mumbai 400 706 (4) The name and contact details of the Directors, KMP and other officers of the Petitioner Company on the date of adoption of the Board's Report for the FY 2015-16 is as follows....
X X X X Extracts X X X X
X X X X Extracts X X X X
....eport for the FY 2015-16 were approved by the Board of Directors in terms of Section 134 of the Companies Act, 2013. The Auditor's Report attached to the Financial Statements in terms of Section 134 of the Act was sent to Shareholders of the Company in terms of Section 136 of the Act, were laid before and adopted at the Annual General Meeting held on 30th September, 2016 in terms of Section 129 of the Act. The Audited Financial Statements together Board's Report under Section 134 was filed with the RoC on 18th November, 2016 in terms of Section 137 of the Act. (8) It is stated that the aforesaid Board's report for the FY 2015-16, certain matters to be covered in terms of the provisions of Section 134 of the Companies Ac....
X X X X Extracts X X X X
X X X X Extracts X X X X
....cation, reservation or adverse remark or disclaimer made by the Auditor in his report, if any. However, there was an omission in this respect also since in the Board's Report dated 06th September, 2016, no explanation was provided for the adverse remarks/comments of the then statutory auditors in their Report dated 06th September, 2016. viii. For the qualification made by the Auditor for the FY 2015-16, the relevant comment/explanation was not provided in the Board's report. ix. In terms of the provisions under the Sexual Harassment of Women at Workplace (Prevention and Prohibition and Redressal) Act, 2013 the Company had to make certain disclosures on the complaints received if any under the said Act. While the Co....
X X X X Extracts X X X X
X X X X Extracts X X X X
....inancial statement of any subsequent years. (12) It is stated that the Petition is being filed within 14 days from the date of passing of resolution passed by the Board of Directors in compliance of Rule 77(1) and the Petitioner Company undertakes to advertise the application in compliance of Rule 77(4) of the NCLT Rules 2016, Read with Rule 35, 14 days prior to the date of hearing of the Company. It also undertakes to call a General meeting, place the revised Boards' report for consideration before the decision is taken on adoption and pass requisite resolutions. On receipt of the order from this Tribunal the Petitioner undertakes to publish the notice on the general meeting along with the reasons for change in the board's....
X X X X Extracts X X X X
X X X X Extracts X X X X
....was served on the RoC as early as May, 2019 and granted sufficient time to Respondent to the instant petition, it has not filed its response so far. The proviso to Section 131(1) of the Companies Act, 2013 mandates that the Tribunal shall give notice to Statutory Authorities and it shall take into consideration of the representations, if any made by such authorities before passing any order under this section. Since the RoC has not filed any representation on the instant Petition, it deemed that it has no representation against the petition. Therefore, on principle of ease of doing business, we are passing orders as per merits of the case. 6. By perusal of inadequacies of the Board Report dated 6th September, 2016 as noticed and pointed ....