Shaky Commodities Private Limited could not hold its 10th annual general meeting for the year 2016 by 30th September, 2016. The company sought extension of time for holding the AGM from the Registrar of Companies but fai

According to Section 99 of the Companies Act, 2013, if any default is made in holding a meeting of the company in complying with any directions of the Tribunal, 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 the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. Further, any member of the company in such a case may make an application to the Tribunal to call or direct the calling of an AGM of the company and give such ancillary or consequential directions as the Tribunal thinks expedient, including a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (Section 97) In Turner Morrison and Co. Ltd. v. Hungerford Investment Trust Ltd. ILR (1972), Cal., the Court held that a meeting (AGM) held beyond the time cannot be said to be void or illegal, if the Central Government (Tribunal) does not extend the date of holding AGM u/s 167 (Section 97). Therefore, the resolution passed at the meeting held on 31st March, 2017 is valid and enforceable. The directors shall, however, be liable to penalties in accordance with the provisions of section 99, as stated above. Contention of the shareholders shall not be tenable.