INTHENATIONAL COMPANY LAW TRIBUNAL

KOLKATABENCH (Court-I)

KOLKATA

Apetitionunder section 97(1) of theCompanies Act, 2013read withRule11and

Rule74of theNationalCompany LawTribunalRules, 2016;

Inthematter of:

Shivbhumi Projects Private Limited, a company incorporated under the Companies Act, 1956 and having registered office at 1^st Floor, 33 M.M. Feeder

Road,LP-34/70 Kolkata-700057

…….Petitioner

And

Inthe matter of:

1. Bela Properties Private Limited, a Company incorporated under the

Companies Act, 1956 and is an existing company within the meaning of theCompanies Act,2013 and having its registered office at 17 Balmukund

Macker Road,Room No.14Kolkata–700007

…RespondentNo.1

2. Manoj Kumar Saraf, residing at 1C , Hai Paul Lane, Duff Street, Beadon

Street, Kolkata700006

…RespondentNo.2

3. ShilpaBhansali, residing at 424/1G.T. Road,Kapur Gali, Howrah 711101

…RespondentNo.3

And

4. The Registrar of Companies, West Bengal, Government of India, Ministry of

Corporate Affairs, Nizam Palace, 2^nd M.S.O Building, 2^nd Floor, 234/4,

AcharyaJagadishChandraBoseRoad,Kolkata-700020.

…Respondent No. 4

DateofPronouncement:26.04.2024

Coram:

RohitKapoor : Member(Judicial)

Balraj Joshi : Member(Technical)

Appearances:

ForthePetitioners : 1. Mr.KuldipMallik,Advocate

2. MdShahnawaz,PCS ForRespondent No.1to 3 : Mr.ShivenRay, Advocate

ORDER

Per:RohitKapoor,Member(Judicial)

1. Ld.Counsel onbothsides present.

2. This is an application under Section 97 of the Companies Act, filed by Shivbhumi Projects Private Limited - Petitioner against the Respondents Bela Properties Private Limited & Ors., The share capital of the company is Rs.3,00,00,000/- and the paid-up share capital of the company is Rs.2,87,53,500/-. The Respondent No.1 Company was incorporated as private limited company on07/07/1999.

3. The Respondent No.1 is sought to be directed to call an Annual General meeting of the Respondent No. 1 Company for the Financial Year 2021-2022 within three months from the date passing the order by this Tribunal. The petitioner is praying for calling of the Annual General Meeting of the company under section 97(1) of the Companies Act, 2013 read with rules 11 and 74 of the NCLT Rules 2016, for the Financial Years ending 31st March, 2022.

4. It is submitted that Respondent Nos 2 and 3 are Directors of Respondent No.1 CompanyandtheRespondent No. 4istheStatutory Authority

5. It is contended that the Respondent No.1 did not hold AGM for the financial year 2021-2022 on or before September 30, 2022 and has prayed for directions to the Respondent No.1 Company for hold the AGM of the company. A copy of the petition already stands served on the Registrar of Companies,WestBengal.

6. The Petitioner states that the last AGM of Respondent No. 1 Company was held on 30.11.2021 in the year 2021 for adoption of Audited Financial Statementfor theended March 31,2021.

7. It is submitted that as per Section 96 of the Companies Act, 2013, the Respondent No.1 Company was required to hold the Annual General Meeting for the year 2021-2022 on or before September 30, 2022, but the same could notbe doneas theaccounts were not ready.

8. Ld. Counsel for the Respondent No.1 submitted at bar today that the Audited of the Financial Statements of the Respondent No.1 Company for the year ended March 31, 2022, were completed on 10/02/2023 and that the said Audited Financial Statements of the Respondent No.1 Company for the year ended March 31, 2022 werealso approved by the board of the Respondent No.1Companyon10/02/2023.

9. Ld. Counsel also submitted that Audited Financial Statement of the Respondent No.1 have now been finalized and there is no impediment in holdingtheAGM oftheCompany forthesaid financial years.

10.We have heard the Ld. Counsel appearing for the petitioner and the Ld.

Counsel appearing for the respondent company. The Ld. Counsel for the respondent does not have any objection to the application being allowed. However we also note that the reason given for not holding the AGM as stipulated in Section 96 are not satisfactory and