AGM of a newly Incorporated company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

20 November 2009 Ms.,
The AGM time limit for a New Company is 18 months from the date of Incorporation. The section specifies that if it does so happen then the Co. is not required to hold an AGM in the year of Incorporation as well as the following Year. My Interpretation of this Law is explained with an example: can it be done this way if not plz explain.

ABC Pvt ltd incorporated in Jan 2 2008 with its Financial year ending in 31May 2008. It holds its AGM in 30th Sep.2008
I feel it is not reguired to hold an AGM in the year 2009 as the Financial Year of the company is June to May it can skip the AGM in 2009 & Consequently can be held in 2010

Ankur Garg

Ankur Garg (Expert)
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20 November 2009 Hi,

Your interpretation is not correct. If incorporation date is January 02, 2008 then your financial shall end on March 31, 2009 i.e. a period of 14 months and 30 days.

Accordingly keeping in view the provisions of Section 166 read with Section 210 last/due date for holding your first AGM would be 01 July 2009 i.e. with in a period of 18 months from the date of incorporation which is January 02, 2008.

In that case you don't have to hold AGM in 2008 only.

Regards

Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2009 I feel financial year is a matter of one own's choice as per the companies Act which can be 15 months normally.

If I want to choose my f.y. from 01.06.08 to 31.05.09 then for a co. incorporated in 2nd jan f.y. should close on 31.05.08
accordingly plz let me know the further proceedings

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CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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23 November 2009 According to the first proviso to section 166(1) the first annual general meeting of a company to be held within 18 months from the date of incorporation, and if it is so held then it is not necessary to hold any further annual general meeting in the calendar year in which the company was incorporated or in the following year. This provisio thus creates an exception to the rule contained in sub-section (1), that at least one annual general meeting must be held in each year.

For example, if a company was incorporated on 10 October, 2009 it must hold its first annual general meeting on or before 9 April, 2011. In that case, it is not necessary to hold annual general meeting in the years 2009 & 2010. This is, however, subject to the period limit of 9 months stipulated under section 210.

In above example, if a company adopts April to March as its financial year, and its first financial year is to end on 31st March,2010, the first Profit & Loss Account must be for the period beginning on the date of incorporation and ending on 31st March, 2010. The Company will hold its first annual general meeting on (or before) 31st December, 2010. Thus,, this company will duly comply with the provisions of section 210(3)(a).

The effect of this provision is that, the first annual general meeting of a company must be held within 9 months from the date on which the first financial year ends.