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2023 Supreme(Online)(NCLT) 1682
S.No.5 IN THE NATIONAL COMPANY LAW TRIBUNAL VC AND PHYSCIAL (HYBRID) MODE ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON
03-12-2024 AT 10:30 AM CP No. 3/97/HDB/ 2022 AND MA (C A) /6/2022, IA (CA) 51/2023 & IA(CA) 47/2024 in CP No. 3/97/HDB/ 2022 u/s. 97 of Companies Act, 2013 IN THE MATTER OF:
Mr. Ravi Shankar Gopalkrishnan …Petitioner AND M/s. Hyderabad Pollution Controls Ltd …Respondent C O R A M:-
DR. VENKATA RAMAKRISHNA BADARINATH NANDULA, HON’BLE MEMBER (JUDICIAL)
SH. CHARAN SINGH, HON’BLE MEMBER (TECHNICAL)
O R D E R
CP No. 3/97/HDB/ 2022 Orders pronounced. In the result, the company petition is dismissed with costs of Rs 25,000/- payable by the company petitioner to the Prime Minister Relief Fund.
Since the company petition is dismissed, all the pending IA’s also stands disposed of Sd/- Sd/-
MEMBER (T) MEMBER (J)
Swapna IN THE NATIONAL COMPANY LAW TRIBUNAL CP (IB) No. 3/97/HDB/2022 Under Section 97 of the Companies Act, 2013 read with Rule 74 of the National Company Tribunal Rules, 2016 Between:
Mr. Ravi Shankar Gopalakrishnan, S/o. Sri S.Gopalakrishnan Nair, Aged 42 years, R/o. 204/205, Morning Glory, Nagarjuna Dream Land, Kompally, Secunderabad – 500 014.
… Petitioner V/s.
1. M/s. Hyderabad Pollution Controls Limited, (A Company registered under the Companies Act, 1956)
90/G, Phase-I, IDA, Jeedimetla, Hyderabad – 500 055, Telangana.
2. Mr. S.Radhakrishnan, S/o. Late Sri G.Sankaran Nair, Aged 66 years, R/o. 83/B, Vengal Rao Nagar, Hyderabad – 500 038, Telangana.
3. Mrs. V.Thara, W/o. S.Radhakrishnan, Aged 57 years, R/o. 83/B, Vengal Rao Nagar, Hyderabad – 500 038, Telangana … Respondents DATE OF ORDER: 03.12.2024 CORAM:-
Dr. Venkata Ramakrishna Badarinath Nandula, Hon’ble Member (Judicial)
Shri. Charan Singh, Hon’ble Member (Technical)
PARTIES/COUNSELS APPEARANCE: -
For the Petitioner : Shri K.Rajendran, Counsel For Respondents No.2 & 3 : Dr. S.V. Rama Krishna, Counsel PER: BENCH
For the Petitioner:K RAJENDRAN
ORDER
1. This Petition is filed by the Petitioner under Section 97 of the Companies Act, 2013 read with Rule 74 of the National Company Tribunal Rules, 2016 prayed to permit the Applicant/Petitioner to amend the prayers 1 & 2 in Company Petition to:
a. 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, 2020-2021.
b. Direct the Respondent Company to convene and conduct the Annual General Meeting, consider/adopt the Financial Statements for the Years 2019-2020, 2020-2021 and also file the Financial Statements and Annual Returns with the Registrar of Companies for the said financial years.
2. The averments put forth by the Applicant are:
2.1 It is averred that during the financial year beginning April, 2019 ending March, 2020 the Respondent Company had no commercial operations nor had any income from operations consequently, the Company went through severe financial crisis resulting in failure to make even payment of salary to staff and hence they left the Company.
2.2 It is stated that during the lock-down due to pandemic right from March, 2020 and during that period the Respondent Company remained completely shut down and thereafter, even when the condition of pandemic receded and when the situation became conducive for the industry to resume work; the Respondent could not resume operations and reopen the factory as Company’s order book was NIL and the prospects of fetching orders were bleak consequently, in the financial year beginning April, 2020 ending March, 2021 also the Respondent Company remained dormant.
2.3 It is stated that the Respondent Company could not hire accounting professionals, as they were not willing to join a cash strapped/non operative company to get the accounts of company updated, finalized, got audited and be placed before the Annual General Meetings for the Financial Years 2019-2020 & 2020-2021.
2.4 It is stated that the Respondent Company ought to have held/conducted its Annual General Meeting(s) on or before 30th September, 2020 for the Financial Year 2019-2020 and on or before 30th September, 2021 for the Financial Year 2020-2021; which are not held/conducted and consequently, there is a delay of 426 days as on 30.11.2021 in holding the AGM of the year 2019-2020 and a delay of 61 days as on 30.11.2021 in holding the AGM of the year 2020-2021 and the said delay is continuing until the Financial Statements are actually filed.
2.5 It is stated that the Respondent Company ought to have filed the Annual Return of the Company with the Registrar of Companies on or before 30th November, 2020 for the Financial Year 2019-2020 and on or before 30th November, 2021 for the Financial Year 2020-2021, which are not filed and consequently, there is a delay of 365 days as on 30.11.2021 in filing the Annual Return of the year 2019-2020 and though there is no delay of as on 30.11.2021 in filing the Annual Returns of the year 2020- 2021; the said delay is continuing/begins until the Annual Returns are actually filed.
2.6 It is stated that the delay in filing Financial Statements and Annual Returns of Respondent Company with the Registrar of Companies is corollary to not having held/conducted the Annual General Meetings for the said Financial Years.
2.7 It is stated that the Respondent Company’s Financial/ Annual Statements are made ready, nonetheless, the Company now can’t conduct Annual General Meeting for the said Financial Years unless permitted/ directed by this Tribunal by condoning the delay as aforesaid and unless AGM is conducted, the Respondent Company can’t file the Financial Statements and Annual Returns for the said years with Registrar of Companies.
2.8 Per contra, the Respondent no.2&3 would contend that this Tribunal, in its orders dated 26.10.2017 inter alia, directed the Respondents in CP.No. 50/HDB/2016 to convene and conduct EGM within 60 days from the date of the order (i.e.,
