Kidszone Private Limited running the garments business, manufacturing readymade clothes for kids was incorporated on 8th August, 2018 consisting of 20 members and 4 directors namely-Anju, Ankith, Bindu, and Bhuvan. The c
CS Executive · Company Law · PYQS · December 2024
Kidszone Private Limited running the garments business, manufacturing readymade clothes for kids was incorporated on 8th August, 2018 consisting of 20 members and 4 directors namely-Anju, Ankith, Bindu, and Bhuvan. The company is running a successful business with 200 employees. Company's paid-up share capital is ₹ 10 lakhs and turnover ₹ 2 crores as per the latest audited financial statements. Due to operational challenges the Company fails to hold an annual general meeting (AGM) for two consecutive years. Two members of the Company approached the NCLT seeking necessary relief. Assess the validity of the application and advise the Board of the legal consequences for not conducting the AGM with reference to the provisions of the Companies Act, 2013.
Answer & Explanation:
Section 97 of the Companies Act, 2013, provides that if any default is made in holding the annual general meeting of a company, any member of the company may make an application to the Tribunal to call or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient. Such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. Section 99 of the Companies Act, 2013, provides that if any default is made in complying or holding a meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of continuing default, with a further fine which may extend to five thousand rupees for each day during which such default continues. In light of the above provisions, it may be said that 2 members are entitled to file an application before the NCLT for direction to hold the AGM and the Board will be advised about the penal provisions for default in holding the AGM as explained above.
Topics: General Meetings
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