2018 (9) TMI 1963

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....Harinath Reddy for the Appellant and Advocate Mr. Anil Kumar Chunduru on behalf of the Respondent No.1 and Advocate Mr. Yogesh Raavi for Respondent No.2, who are present. 2. This Appeal arises out of the Impugned Order dated 27th February, 2018 passed by the Ld. National Company Law Tribunal, Hyderabad Bench at Hyderabad (NCLT-in brief) passed under Section 97 of the Companies Act, 2013 in CA 48/97/HDB/2017. 3. In this matter Respondent No.1 filed the Application under Section 97 of the Act seeking following reliefs:- "a) excuse default in holding the 10th Annual General Meeting and direct Swarnandhara-IJMII Integrated Township Development Company Private Limited (SITCO) to hold its 10th Annual General Meeting of its members ....

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.... arose relating to certain expenditures before Financial Year 2011-12 because of which earlier in CA 2/167/2014 directions were given on 6th October, 2016 for holding 9th Annual General Board Meeting. 5. CA 48/97/HDB/2017 was filed with prayers as mentioned above to hold 10th AGM of Respondent No.2. The parties put up their respective contentions before NCLT. The Appellant (Original Respondent No.2) claimed it was successor to erstwhile Andhra Pradesh Housing Board after the split up of the State. It raised certain objections in respect of financial statements for Financial year 2011-12. Appellant informed Respondent No.2 SITCO that meeting of Board of Directors for approval of the financial statements for the year 2011-12 can only be co....

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....cipating in the AGM which is required to be held of Respondent no. 2 Company. 8. The learned counsel for the Respondents submitted that under the Companies Act it is necessary that the AGM should be regularly held and Respondents do not want that the Respondent No.2 Company should be in default and because of this the Original Applicant (Respondent No.1) had moved the Application which NCLT after considering all aspects has allowed and directed holding of AGM. 9. The learned counsel for the Appellant is submitting that the Appellant has reservations regarding some accounts. However, the learned counsel for Respondents state, and rightly so, that although the Appellant may be having any grievance regarding the accounts the Appellant wo....

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....ticles of Association and in accordance with law. The meeting shall be chaired by such person as provided in the relevant Articles of Association of the Company. We make it clear that the above directions are given in order to remove serious legal impediment coming in the way of running of the Company without convening 10th AGM as discussed above, without the prejudice to the rights of all the parties." 11. We do not find any error in these directions given by NCLT for us to interfere with the same. The Appellant Board has to send its nominee to the Board of Respondent No. 2. It is for the Appellant itself to put its house in order. If it endlessly delays taking steps to ensure that nominee is selected and sent, AGMs of Respondent No. 2 ....