Tilak Bhura vs Birbhum Handloom Private Limited

Harish Chander Suri, Member (Technical)

The present company petition has been filed under section 97 of the Companies Act, 2013 (In short “Act 2013â€​) by one Mr. Tilak Bhura,

Shareholder and Director holding 33.33% of the total shareholding in the Respondent Company, M/s Birbhum Handloom Private Limited, praying for

the following reliefs: -

(a) To allow the petition;

(b) To call or direct the calling of Annual General Meeting of the Respondent Company for the Financial Years 2013-14, 2014-15, 2015-16, 2016-17, 2017-18,

2018-19, 2019-20 and 2020-21;

(c) To give such ancillary or consequential directions as the Tribunal thinks expedient;

Ld. Authorised Representative for the petitioner submits that the Respondent Company is a Private Limited Company engaged in the business of

manufacturing, producing, designing, developing and otherwise to deal in all types of handloom and handicrafts products, etc.

It is submitted by the Ld. Authorised Representative for the petitioner that the company was carrying on its business activities from the Registered

Office of the Company. However, an accidental fire incident occurred at the office premises of the Respondent Company situated at Birbhum on 30th

November, 2009 and in the said fire, the entire stocks/inventories including furniture and fixtures as well as the building were destroyed. Consequently,

on 01/12/2009, an FIR was lodged at Sainthia Police Station in relation to the said fire incident.

It is further submitted by the Ld. Authorised Representative for the petitioner that the Respondent Company was insured under the Fire Loss

Insurance Policy from The New India Assurance Company Limited (in short “Insurance Companyâ€​) and that to set off the loss against the Fire

Incident, the Respondent Company duly informed the Insurance Company and had lodged its claim on 01/12/2009. However, the Insurance Company

had approved the claim of the Respondent Company to the extent of only Rs. 9,57,223/- approximately as against the actual claim of Rs. 4,00,00,000/-.

Hence, a dispute had arisen between the respondent company and the Insurance Company regarding the settlement amount/claim amount and the

matter was referred to Arbitration, which is still pending.

Ld. Authorised Representative for the petitioner also submits that after the accidental fire incident, the respondent company had filed its Financial

Statements with the Registrar of Companies, West Bengal and has conducted the Annual General Meeting for the Financial Years 2009-2010, 2010-

2011, 2011-2012 and 2012-2013. However, after that the company ceased to be a going concern and has not been able to finalise the Financial

Statements or conduct Annual General Meeting for the Financial Years 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-

2020 and 2020-2021.

Ld. Counsel appearing for the respondent company submits that accounts were ready and now the meeting could be convened.

In terms of Rule 74 of the National Company Law Tribunal Rules, 2016, the applicant has served a copy of the application on the Registrar of

Companies, West Bengal, Kolkata.

We have heard the Learned Authorised Representative appearing for the petitioner and the Ld. Counsel appearing for the respondent.

We, therefore, give the following directions in exercise of the powers conferred on this Tribunal under section 97 of the Companies Act, 2013:

(a) The Respondent Company shall call, convene and hold a physical meeting of its members on or before 24/02/2022 to approve the Annual Financial

Statements for the Financial Years 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-2020 and 2020-2021;

(b) Such a meeting shall be deemed to be an AGM of the Company;

(c) Covid-19 protocols and precautions in terms of directions issued by the Government and other public authorities shall be strictly adhered to at such meeting;

(d) The Respondent Company is being granted the liberty to approach this Tribunal in case there is any difficulty in holding the Annual General Meeting as directed.

The C.P. No. 274(KB)2021 shall stand disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Authorised Representative/Ld. Counsel for

information and taking necessary steps.

The Registry is also directed to send a copy of this order to the Registrar of Companies, West Bengal, Kolkata.

Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

File be consigned to the records.