IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA SPECIAL BENCH- I

KOLKATA

In the matter of:

The Companies Act, 2013.

In the matter of:

And

C.P. No. 247/KB/2021

An application under section 97 of the Companies Act, 2013 read with rules 11 and 74of

the National Company Law Tribunal Rules, 2016.

And

In the matter of:

Rina Mahapatra, daughter of Late Prabhat Kumar Mahapatra, residing at 5, Middleton

Mansions, 9/1, Middleton Street, Kolkata – 700 071.

…Petitioner

Versus

1. City Centre Properties Private Limited, a company within the meaning of the

Companies Act, 2013, having its Office at 3, Middleton Mansions, 9/1, Middleton

Street, Kolkata – 700 071.

2. Registrar of Companies, West Bengal, having his office at Nizam Palace, 2^nd MSO

Building, 2^nd Floor, 234/4, Acharya Jagadish Chandra Bose Road, Kolkata– 700 020.

Date of Hearing:25.03.2022

Date of pronouncing the order:05.05.2022

Coram:

Shri Rohit Kapoor Member (Judicial)

Shri Balraj Joshi, Member (Technical)

Appearances (through video conference):

For Petitioner

Mr. Shaunak Mitra, Advocate

Ms. Urmila Chakraborty, Advocate

Ms. Puja Tripathi, Advocate

For Respondent No. 1

Mr. Rishav Banerjee, Advocate

Mr. Anuraag Mitra, Advocate

Mrs. Aindrila Basu, Advocate

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH

KOLKATA

C.P. No. 247/KB/2021

Page 2 of 4

ORDER

Per: Balraj Joshi, Member (Technical)

1. This court convened via video conference today.

2. The present Company Petition has been filed by a member of Respondent No.1 (the

Company) under section 97 of the Companies Act, 2013, being aggrieved by the fact

that the Respondent No.1 has failed to convene and hold the 55^th Annual General

Meeting (AGM) forthe Financial Year ending March 31, 2021 within the prescribed

period of November 30, 2021 due to lack of quorum on AGM convened on

September 29, 2021 and thereafter, on October 6, 2021 when the adjourned AGM

was convened.

3. There are five members of the Company out of which three members have passed

away and their legal heirs have not applied to the Company either with succession

certificate and/or probate for transmission of shares. As such, a Notice dated August

30, 2021 was served onthe living members, thereby, intimating that the 55^th AGM of

the members of the company would be held on September 29, 2021 through video

conferencing to transact the ordinary business of approval and adoption of the

Audited Financial Statements of the company for the year ending on March 31,

2021 (both standalone and consolidated basis) together with reports of the Auditors

and the Board of Directors thereon and to transact the special business for

regularization of appointment of Mr. Randiv Ganesha Mehra as a director of the

company

4. However, the petitioner was the only member/shareholder of the company present at

the meeting held on September 29, 2021. After waiting till 12 noon, the petitioner,

acting as the director of the respondent no. 1, decided to adjourn the 55^th AGM to

October 6, 2021 at the same time and at the same place, in terms of the provisions of

the Companies Act, 2013

5. However, even on the adjourned date of 6^th October 2021, no other shareholder was

present except the petitioner and hence, the meeting could not be conducted. In the

meeting the petitioner decided to take out the present application being a member of

the respondent no. 1 praying for appropriate directions before this Bench.

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH

KOLKATA

C.P. No. 247/KB/2021

Page 3 of 4

6. It was submitted by the Counsel that even during the 54^th AGM also, similar situation

was faced and the AGM could be held only after approval from the tribunal.

7. As per section 96 of the Companies Act, 2013, the AGM of the Company for the

financial year ending on March 31, 2021 was required to be held before September 30,

2021. Since, due to the Covid-19 pandemic, the Ministry of Corporate Affairs had

granted extension of 2 months and accordingly, the Company was required to hold the

AGM on or before