In Re: West Bengal Medical Services Corporation Limited Vs

Jinan K.R., J

Ld. Pr. CS, Mr. Sandip Sarkar appeared before the Tribunal through video conference and mentioned that this application filed u/s. 97 of the Companies Act, 2013 is to be heard urgently for enabling the applicant to convene Annual General Meeting of the company M/s. West Bengal Medical Services Corporation Limited for the year 2019. This is an application filed by a nominee shareholder and Managing Director of West Bengal Medical Services Limited, which is a wholly owned company under the State Government of West Bengal.

Urgency for an early disposal of the application being satisfactorily explained and since the work of the Tribunal is disrupted due to Covid-19 pandemic and consequential lockdown, and lockdown is extended to 31st August, 2020, this application was heard on today as requested by the Ld. Pr. CS.

Ld. Dy. ROC, Mr. C.M. Karlmarx, also was present and he submitted a written note showing the present status of the applicant Company.

Mr. Sandip Sarkar, Pr. CS appearing for the applicant, submits that As per Section 143(6) of the Companies Act 2013 The Comptroller and Auditor General of India shall within sixty days from the date of receipt of the audit report under sub-section 5 shall have right to conduct a supplementary audit of the financial statement of the Company and comment upon or supplement such audit report. Further the Concerned company is required to send the comment or supplement audit report to every person entitled to copies of audited financial statements under sub section (1) of Section 136 of the Companies Act 2013 and also be placed before the Annual General Meeting of the Company.

He further submitted that since the Company has received the comment from CAG on 17th February, 2020, which is beyond the prescribed time limit as per Section 96 of the Companies Act 2020 to hold the Annual General Meeting for the year 2019. Although the ROC has allowed its application for three months' extension it could not take place because of the delayed receipt of the comment form CAG. For the said reasons, the applicant prays for the direction from the Tribunal under section 97 of the Companies Act, 2013 to hold the Annual General Meeting of the Company for the year 2019.

Mr. C.M. Karlmarx, Deputy RoC, appearing for the RoC, WB submits that RoC has given his report, wherein three months' extension for holding the AGM within 31.12.2019 was approved by the RoC on 27.08.2019. He also submitted that they have no objection regarding giving permission to the applicant to hold the meeting of the company for the year 2019.

Upon hearing the submissions of the Ld. Pr. CS, appearing for the applicant, the Deputy RoC and going through the report of the RoC and the provisions of section 97 of the Companies Act, 2013, it appears to me that this is a fit case to exercise the powers conferred under section 97 of the Companies Act, 2013. It is always desirable to convene and call AGM as prescribed under the Act, so that company should not infringe the provisions of the Act. Accordingly interim application and CP are allowed upon the following orders:

ORDERS

i). The un numbered IA for urgent listing is allowed and disposed of;

ii). The un numbered C.P. filled under section 97 of the Companies Act, 2013, is allowed directing the applicant to hold Annual General Meeting for the financial year ending on 31.03.2019 by complying all the requirements under the provisions of section 97 of the Companies Act, 2013 with in 45 days from the date of receipt of the e copy of the order;

iii). A compliance report thereafter should also be submitted to the ROC WB;

The interim IA and CP stand disposed off.

Registry to serve the copies of this order forthwith to the concerned parties by email.