Agm adjournment

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

28 September 2013 Hi friends,

Our Company AGM is going to be held on 30th September, 2013. But the audit report is not signed by the auditors.

We have not applied for the extension of AGM.
What are the remedies available to our Company.

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013 Hi

If an annual general meeting of a company is not held even then the balance sheet and profit and loss account, etc., shall be filed with the Registrar as an attachment to e-Form 23AC and 23ACA, within thirty days from the latest day on or before which the annual general meeting should have been held in
accordance with the provisions of section 166.

If the annual general meeting of a company before which a balance sheet is laid as aforesaid does not adopt the balance sheet, or is adjourned without adopting the balance sheet or, if the annual general meeting of a company for any year has not been held, a statement of that fact and of the reasons therefore shall be annexed to the balance sheet and profit and loss account required to be filed with the Registrar electronically in e-Form 23AC and 3-Form 23ACA— Section 220(2).

It has been clarified by the Department that the balance sheets and profit and loss accounts which are
not laid before an Annual General Meeting of the company but submitted to Registrar of Companies, for
filing under section 220 of the Act would not be taken on record. The question of launching rosecution in such cases would be considered. [Vide Circular No. 4/74, dated 22-2-1974]

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013 Penalty for non-compliance of section 220:

If default is made in complying with section 220(1) and (2), the company, and every officer of the company who is in default, shall be punishable with fine, which may extend to five hundred rupees for every day during which the default continues. [Section 220(3)]

It has been held in the case of Ravindra Narayan v Registrar of Companies (1994) 2 SCL 281 (Raj), that where there is a managing director of company, other directors cannot be held to be falling within the expression 'officer who is in default' in section 5 and cannot be held liable for default in complying with
requirements of sub-sections (1) and (2) of section 220. Where directors failed to file balance sheet and profit and loss accounts despite notice, it was decided that any director of the company who is knowingly guilty of the default would be an 'officer in default' under section 5 read with section 2(30). [Bachrenj Baid v State of West Bengal Case No. 809 (Kol) 92].

Default of section 220 of the Act is compoundable under section 621A of the Act. But first the default
should be made good and only then application for compounding of offence under section 621A will be
maintainable. [General Produce Company Ltd. (1994) 4 Comp LJ 99 (CLB)]

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Ankur Garg

Ankur Garg (Expert)
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29 September 2013 No remedy is available to you at the moment.

You cannot go for extension as ROC will not grant the same for sure.

You have to talk to your auditor. That's the only option you have now.