- (1.) The petition is filed under section 621A read with section 166 and 168 of the Companies Act, 1956 and under section 441 of the Companies Act, 2013 with a prayer for compounding of certain violation committed under provisions of the Companies Act, 1956. The 1st applicant is a company originally registered under the name and style of 'Esteem Capital and Management Service Limited'. Again the 1st applicant company had changed its name to 'Lifetree Convergence Ltd'. Once again the 1st applicant company changed its name to 'Technotree Convergence Private Limited'. The registered office of the company is situated at No. 65/2, B-Block, 6th Floor, Level 07, Bagmane, Tridib Bagmane Tech Park, C.V. Raman Nagar, Bangalore 560093. The authorized share capital of the 1st applicant company as per the latest audited balance sheet on 31.3.2014 is Rs. 35,93,00,000 (Rupees thirty five crores ninety three lakhs only) consisting of 1,25,00,000 (One crore twenty five lakhs) equity shares of Rs. 10 each and 33,00,000 (Thirty three lakhs) 0.01% non-cumulative compulsorily convertible preference share of Rs. 71 each.
(2.) The main object of the 1st applicant company is to carry on business of developing and providing services in the field of electronic commerce, web based or related technology and applications, dealing in the all kinds of internet/intranet/extranet business. To carry on the business of marketing and sales representatives in the electronic media and consultancy of electronic commerce and providing telecommunication software in the field of customer management, etc.
(3.) The averments in the petition is that the 1st applicant company has sought an extension of time from the Registrar of Companies, New Delhi for holding the annual general meeting beyond the due date for the financial year ended 31.3.2012 by filing e-form 61 dated 4.9.2012 vide SRN B56818537. The Registrar of Companies, New Delhi granted extension of one month time to the 1st applicant company to hold the annual general meeting i.e., upto 30.10.2012. However, the 1st applicant company could not hold its annual general meeting within the extended time. On the other hand the 1st applicant company held its annual general meeting on 21.12.2012 for the financial year ended 31.3.2012. It is also averred in the petition that the annual general meeting for the financial year 31.3.2013 was actually held on 30.12.2013. Thus there was delay in holding the annual general meeting for the financial years 2011-12 and 2012-13 should have been held on 30.9.2012 and 30.9.2013 respectively. Thus the 1st applicant company did not hold annual general meeting for the two financial years within the time. The 1st applicant company could hold annual general meeting even for the extended period for the financial year 2011-12. Thus there was violation of section 166(1) of the Companies Act, 1956, which reads as follows: "Every company shall in each year hold in addition to any other 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.";