Failure to convene Annual General Meetings as mandated under Companies Act results in penalties and administrative directives.

IN THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA

BENCH (COURT-II)

KOLKATA

C.P. No. 36/KB/2025

A petition under section 97(1) of the Companies Act, 2013

read with Rule 11 and Rule 74 of the National Company Law

Tribunal Rules, 2016;

In the matter of:

Mr. Nishant Garodia, S/o Bijay Kumar Garodia, being shareholder of Prithvi Finvest Co.Private Limited (holding 10000 Equity Shares) residing at CF- 361, Salt Lake City,

Sector-I , Bidhan Nagar, North 24 Parganas,Kolkata -700064.

…Petitioner

Versu

s

In the

matter of:

Prithvi Finvest Co.Private Limited , a company incorporated

under the Companies Act, 1956, having CIN: U67120WB1994PTC064201,

and having its registered office at CF- 361, Salt Lake City,

Sector-I , Bidhan Nagar, North 24 Parganas,Kolkata -700064.

…Respondent

Date of pronouncement: 04/07/2025

Coram:

Mr.Labh Singh : Member (Judicial) Ms.Rekha Kantilal Shah : Member (Technical)

Appearances (physical):

For the Petitioner: Ms. Ritu Bajaj, PCS

ORDER

Per: Labh Singh , Member (Judicial )

1. The Court convened via Hybrid conferencing.

2. The present Company Petition has been filed by Mr.

Nishant Garodia, who is a Shareholder of Prithvi Finvest Co. Private Limited by virtue of being a shareholder of the Company holding 10,000 equity shares being 0.20% of the total issued, subscribed and paid-up shareholding, under Sub Section (1) of Section 97 of the Companies Act, 2013, praying for the following reliefs:

a) Direction upon the Respondent Company to convene, hold and conduct the Annual General Meeting for the year ended 2019-20 to 2022-23 under the proviso of sub-section (1) of section

97of the Companies Act,2013.

Submissions of the Petitioner:

3. The Petitioner submits that the Respondent Company i.e Prithvi Finvest Co. Private Limited is a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at CF- 361, Salt Lake City, Sector I, Bidhan Nagar, North 24 Parganas, Kolkata

700064.

4. That it is submitted that the Company, M/s Prithvi Finvest Co. Private Limited became a Non-Banking Financial Company by obtaining a Certificate of Registration having Certificate No. B.05.02670 under section 45 –IA of the Reserve Bank of India Act, 1934 on

11th June 1998.

5. It is submitted that an Application being CP(IB) No.

695/KB/2017 was filed under Section 7 of the IBC, 2016 by M/ s Olympia Credits & Mercantile Pvt. Ltd., a Financial creditor before this Tribunal claiming dues amounting to Rs. 25,00,000/- from the Corporate Debtor which was further approved on 15^th January, 2018, declaring moratorium.

6. Upon admission into insolvency, Mr. Rajesh Kr.Kejriwal was appointed as Interim Resolution Professional for the Company on 15^th January, 2018, and as a consequence, the powers of the Board of Directors were suspended, and the Board was rendered incapable of convening any meetings, including the Annual General Meetings (AGMs).

7. It is further submitted that later on, Mr.Jitendra Lohia was appointed as the RP by this Tribunal vide order dated 7^th August 2018 by replacing the erstwhile Resolution Professional Mr.Rajesh Kejriwal.

8. Subsequently, a Notice dated 27^th September, 2018 was passed by Hon’ble National Company Law Appellate Tribunal, New Delhi on Company Appeal (AT) (Insolvency ) No.588 of 2018 and Company Appeal(AT) (Insolvency) NO. 589/2018 cancelling the insolvency proceedings, as the alleged Corporate Debtor is a ‘Non- Banking Financial Institution’, therefore, no proceeding under Insolvency and Bankruptcy Code, 2016 can be initiated against it and passed interim order that the Resolution process may continue but no approval be given under Section 31 of I & B Code nor any order of liquidation be passed under Section 33(1) (a) of the Code.

9. The Company filed an appeal before the Hon’ble NCLAT against the liquidation order, and the Hon’ble NCLAT allowed the appeal, setting aside the liquidation process were declared non-est by the NCLAT order dated 31/01/2024 and a subsequent rectification order dated 22/03/2024.The Company submitted