2021 (1) TMI 616

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.... under Section 97 (1) of the Companies Act, 2013, for the following reliefs: - • to direct an Annual General Meeting of the members of the Respondent- Company to be called, held and conducted complying with the statutory requirements as per the Companies Act, 2013, the Companies [Management and Administrations] Rules 2014 and Secretarial standards of India in respect of holding an Annual General Meeting of the Respondents Company for year 2018-2019; • to appoint a Chairman to conduct the Annual General Meeting to be called and give ancillary and consequential directions fixing the venue, date and time of the Annual General Meeting of the Respondent Company and for complying with the required length of notice as per....

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.... further stated that as per Clause 63 of the Articles of Association of the Company, the number of directors shall not be less than two and the maximum number of directors shall not exceed 15. Therefore, the present Directors of the Company are Azhan Musthafa Backer and Oliyath Vazhayil Musthafa Zafeer. They have defaulted in convening the Annual General Meeting for the year 2018-2019 in spite of specific demand made by the Petitioner-Company through its Directors in writing and besides that even though oral communications in this respect were made, no steps have been taken by the Respondent- Directors to convene the Annual General Meeting. The Company is bound to place before the Annual General Meeting the Audited Balance Sheet, Profit and....

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....1) which has been listed on 10.03.2020 and notice was ordered to the Respondents and posted to 31.03.2020. In view of the COVID-19 notification dated 22.03.2020, the case was re-notified to 20.05.2020. Later, when the lockdown was extended to 30.05.2020, the matter was listed on 03.06.2020., the notice sent to the Respondent Nos. 2&3 returned with the "postal remarks" as 'addressee left'. The notice to Respondent No.1 was 'not retuned'. Learned Counsel for Petitioners filed proof of Service of notice of Respondent No.1 on the Directors of the Company. But the Respondents did not appear. Thereafter, on 24.06.2020 this Tribunal directed the Petitioners to make paper publication in two largely circulated local dailies (one each in English and ....

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....by passing four separate resolutions for their removal and for the appointment of the aforesaid persons as two Directors. iv. To appoint auditors and fix their remuneration 9. On 28.10.2020 the Petitioner filed an Interlocutory Application No. 179/KOB/2020 for the following reliefs: - • The annual General Meeting for the years 2018-2019 and 2019-2020 may be directed to be called and held and conducted in accordance with law through video Conferencing (VC) from registered office of the Company at Angamaly, Ernakulam District by a Chairman appointed by this Tribunal along with a direction that member of the Company presents in person or by proxy for the purpose of quorum. 10. In this respect, it is beneficial to qu....