Court permitted amendment to include additional financial years for conducting AGM and filing statements despite opposition, emphasizing no change in case nature.

[Per: Justice Sharad Kumar Sharma, Member (Judicial)]

In November 2021, the company petition being CP(IB) No.

3/97/HDB/2022, was instituted by the present Appellant, by invoking the provisions contained under Section 97 of the Companies Act , 2013 read with Rule 74 of the NCLT Rules, 2016. At that relevant point of time, the cause of action for the Appellant, for the purposes to invoke Section 97 of the Companies Act , 2013, was that there were allegedly certain discrepancies pertaining to the holding of the equity shares, conducting of the Annual General Meeting and submission of the company's annual returns and financial statements for 2019-2020 & 2020-2021. Accordingly, the company petition was instituted and the relief as it was carved out therein was limited to the extent of seeking a direction to the Respondent company therein to convene and conduct the Annual General Meeting and to consider/adopt the Financial Statement and annual returns for the years of 2019-20 and 2020- 2021, and thereafter, to file the Financial Statement and the Annual Returns with the Registrar of Companies for the said years.

2. When the company petition was pending, the Appellant filed an Interlocutory Application being IA. (CA). No. 51/2023 on 13.03.2023, praying for, to amend the relief clause of the company petition so as to add Financial Year 2021-22, because during the pendency of the company petition, Financial Year 2021-2022 got over and the action prayed for, that is, conduct of AGM, approval of financial statements and filing of the same with RoC for Financial Year 2021-2022 also because due when the said application came up for consideration before the Ld. Tribunal, the Ld. Tribunal proceeded to pass an order on 24.10.2024, observing thereof that, as far as IA (CA) No. 51/2023 is concerned, seeking an amendment in the relief clause by way of an addition of the FY, i.e., 2021-22, that will be taken into consideration along with the main Company Petition, i.e., CP(IB) No.

3/97/HDB/2022.

3. Subsequent thereto, yet another application was filed by the Appellant being IA(CA) No. 47/2024, where the Appellant sought for an amendment in the relief clause by adding FY 2022-2023 to the list of financial years for which AGM has to be conducted as FY 2022-2023 also got over during the pendency of the proceedings. The amendment in the relief clause was modulated to the following effect: -

1. “Condone the delay (i) in conducting Annual General Meetings (ii) in filing the Financial Statements and the Annual Returns of/by the Respondents Company for the Financial Years

2019-2020, 2020-21, 2021-22 and 2022-23

2. Direct the Respondent Company to convene and conduct the Annual General Meeting, consider/adopt the Financial Statements for the Years 2019-2020, 2020-21, 2021-22 and 2022- 23 and also file the Financial Statements and Annual Returns with the Registrar of Companies for the said Financial Years”

4. This application, too, when it was taken up for consideration before the Ld. Tribunal on 24.10.2024, it was directed that, it will too be considered, at the stage when the company petition itself is heard finally. The company petition was taken up finally and decided by the impugned order of

03.12.2024.

5. It was observed in the said order that all pending interlocutory applications would stand disposed of. Accordingly, the interlocutory applications MA (CA)/6/2023, IA(CA)51/2023, & IA(CA)47/2024 got closed. The resultant effect of the same had been that, all these interlocutory applications seeking an amendment in the relief clause, owing to the passage of time which had undergone during which the pendency of company petition, in fact, it stood closed even without there being any adjudication being made on the said application on merits, nor any fin