V.P. Singh, Member - (1.) This is a petition filed under section 97 of the Companies Act, 2013 (the Act, 2013) praying for an order directing the respondent company (Samcon Resort & Hotel Private Limited) to convene Annual General Meetings for the financial years ending 31.03.2013, 31.03.2014, 31.03.2015 and 31.03.2016 on or before 30.06.2017 or such date as may deem fit and proper not exceeding three months from the date of filing the petition by serving proper notice. The petition has been filed by one registered shareholder and member of the company, claiming to hold 10,430 equity shares of the company.
(2.) Briefly, the facts as stated in the petition, are that the company was incorporated as a company limited by shares on 10th July, 1995 under the provisions of the Companies Act, 1956 in the State of West Bengal. The authorised share capital of the Company is Rs. 2,50,00,000/- (Rupees two crore fifty Lakhs only) divided into 2,50,000 equity shares of Rs.100/- (Rupees hundred only) each and the issued subscribed and paid-up share capital of the company is Rs.2,05,00,000/- (Rupees two crore five lakhs only) divided into 2,05,000 equity shares of Rs.100/ (Rupees hundred only) each. The company is primarily engaged in the business of Hotel and Restaurant. The last Annual General Meeting of the company was on 28.09.2012 for the financial year ended on 31.03.2012. The petitioner is a registered shareholder and member of the Respondent Company (the Company). The last Annual General Meeting of the company was held on 28.09.2012 for the financial year ended on 31.03.2012. The petitioner neither received any notice for convening Annual General Meeting from the Financial Year ended on 31.03.2013 nor any copy of the annual accounts from the financial year ended 31.03.2013 till the present. The petitioner by a letter dated 27th March, 2017, has requested the company to intimate as to the steps which had been taken to ensure convening of Annual General Meeting from the year ended on 31st March, 2013, till the present, but the company has not indicated as to the steps taken in the matter. In these circumstances, it has become necessary for the petitioner, being a member, to take necessary steps for an order directing the company to call general meeting of the company from the year ended 31st March, 2013, till the year 31.03.2016. The company should also be directed to take steps for necessary compliance. The petition has been supported by an affidavit affirmed by the petitioner on 18th May, 2017.
(3.) In the reply affidavit filed by the company on 12th July, 2017 through its Director and Principal Officer, one Shri Sandip Bhutoria, the company has stated that the last Annual General Meeting of the company was held on 28th September, 2012 and the necessary returns were filed with the Registrar of Companies, West Bengal and at that period the company has only two directors. There were some internal disputes among the management of the company. One of the director, who was also a shareholder of the company filed a petition being Company Petition No. 56 of 2014 before the Company Law Board, Kolkata Bench, Kolkata on or about March, 2014 under section 397 and 398 of the Companies Act, 1956. Since there was difference between the directors of the company, it was not possible to call and hold any board meeting and to approve the annual accounts of the company. However, such differences were amicably settled and the said petition being Company Petition No. 56 of 2014 was withdrawn on 15th September, 2016. The order dated 15th September, 2016 issued by this Tribunal reads as under: "The Ld. Counsel for the Petitioners as well as Ld. Counsel for the Respondent Nos. 1 & 2 are present. The Ld. Counsel for the Petitioners submitted that Petitioners are no longer willing to pursue the Company Petition any further, as the differences with the Respondents have already been amicably settled and therefore wants to withdraw. Permission is granted. Accordingly, C.P 56/2014 is dismissed as withdrawn.I.A. 11/2016 also stands disposed of. Interim order, if any, shall remain vacated." Thereafter, the company has taken steps to appoint Directors of the company and also to prepare the Annual Accounts of the company from the Financial year ended 31st March, 2013 to 31st March, 2016. The Annual General Meeting and other necessary formalities and statutory compliances will have to be carried out. The Board of Directors of the company has considered the issue at hand and has instructed the Advocate on Record that the application ought not to be opposed and the prayers in the application ought to be allowed.;