TaxTMI 
TaxTMI 
2020 (9) TMI 749
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.... requisite quorum for the AGMs; (c) To appoint a chairperson or administrator who may be authorised to hold the AGM and to all deeds requisite to complete the formalities for holding the AGMs and completing the filing of annual documents and with further powers to ensure all compliances; (d) To authorise the petitioner to exercise all powers to complete annual compliances and hold the AGM for all the pending years and complete formalities for filing with the RoC. 2. Brief Corporate History 2.1. The Respondent No.1 Company was incorporated on 29.06.2011 with the Registrar of Companies (RoC), Maharashtra, Pune. The promoters of the Respondent No.1 Company are - 1. Eepos GmbH (Respondent No.4): 99,975 shares 2. Fine Handling & Automation Private Limited (Petitioner) : 99,975 shares 2.2. Thus, the Respondent No.1 Company is a joint-venture company incorporated by the Petitioner and Respondent No.4. Respondent No.2 is the representative of Respondent No.4, while Respondent No.3 is the representative of Petitioner. 2.3. Both shareholders have equal representation on the Board of the Respondent No.1 Company. 3. Litigation history 3.1. ....
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....nd No.4 5.1. Notice of the present petition has been duly served on the Respondents. Respondents No.2 and No.4 have entered appearance through their authorised representative, Ms Anagha Anasingharaju i/b Kanj & Co, Practising Company Secretaries, and filed their common reply to the petition. It has been stated therein that Respondent No.1 Company will not be in a position to enter appearance or file reply due to the deadlock situation. Respondent No.3 is a formal party. 5.2. Respondents No.2 and No.4 have submitted in their common reply that the Respondent No.1 company has never carried out the business for which it was incorporated. Further, due to the management deadlock, the Respondent No.1 is liable to be wound up, for which Respondent No.4 (Eepos GmbH) has already filed a separate petition (CP No.2539/2019) before this Tribunal for winding up on just and equitable grounds. That matter is yet to be adjudicated finally. 5.3. Respondent No.1 Company was incorporated as a quasi-partnership company with mutual confidence between the Petitioner and Respondent No.4, on the understanding that the Respondent No.1 would import material from Respondent No.4 and establish the Eep....
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....t is apposite to cast a quick glance at the provisions of section 97 of the Companies Act 2013, which are similar in material particulars to section 167 of the Companies Act 1956. The two provisions in juxtaposition run as follows: Section 97 of the Act Section 167 of the Companies Act, 1956 97. Power of Tribunal to call annual general meeting. - (1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub- section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act. 167. Power of Central Government to call annual general meeting. - (1) If default is ma....
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....her meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year : Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation: Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. (2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company....