NATIONAL DAIRY DEVELOPMENT BOARD Vs. INDIAN IMMUNOLOGICALS LTD

JUDGEMENT

(1.) THIS is an application filed under Section 167 of the Companies Act, 1956 ('the Act') by National Dairy Development Board seeking directions against Indian Immunologicals Limited ('the Company') to convene and hold the first annual general meeting of the Company to transact the business as contained in the draft notice of the annual general meeting (Exhibit-4).

(2.) The facts, in brief, as reiterated by Shri L.V.V.Iyer are that the company was incorporated on 8-10-1999 to takeover the activities of the Indian Immunologicals with an authorised capital of Rs. 10,00,00,000 divided into 1,00,00,000 equity shares of Rs. 10 each. The paid up capital is Rs. 9,00,00,070 subscribed entirely by the applicant, a body corporate constituted under Section 4 of the National Dairy Development Board Act, 1987. The company had obtained certificate of commencement of business on 11 -1 -2000 from the Registrar of Companies, Andhra Pradesh. In the circumstances, the company ought to have convened and held the first annual general meeting on or before 8-4-2001 in accordance with the provisions of Section 166 of the Act. However, the Company could not comply with this statutory requirement owing to administrative difficulties and factors beyond its reasonable control. In view of the default committed by the company in holding the annual general meeting as required by Section 166, Shri Iyer urged that the CLB has the power under Section 167 to call or direct the calling of the annual general meeting on the application of any member, in support of which he relied upon the following decisions :-

(3.) AFTER considering the pleadings and oral submissions made on behalf of the applicant, the issue that arises for my consideration is whether the company should be directed to convene and hold the first annual general meeting in the facts and circumstances of the case.