Director liable to retire by rotation

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Soniya (Querist)
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18 May 2013 There is a public company having 7 directors in which only 1/3 directors are liable to retire by rotation in the annual general meeting. No agm has been held since 2011. now what will be the position of the board of directors in the absence of annual general meeting. they are not going to hold AGM from back date. Kindly guide.

CS M.Kurtrala Nathan

CS M.Kurtrala Nathan (Expert)
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24 May 2013 1[167. POWER OF CENTRAL GOVERNMENT TO CALL ANNUAL GENERAL MEETING
(1) If default is made in holding an annual general meeting in accordance with section 166, the Central Government
may, notwithstanding anything contained in this Act or in the articles of the company, on the application of any
member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or
consequential directions as the Central Government thinks expedient in relation to the calling, holding and conducting
of the meeting.
Explanation. - The directions that may be given under this sub-section may include a direction that one member of the
company present in person or by proxy shall be deemed to constitute a meeting.
(2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Central Government,
be deemed to be an annual general meeting of the company :

168. PENALTY FOR DEFAULT IN COMPLYING WITH SECTION 166 OR 167
If default is made in holding a meeting of the company in accordance with section 166, or in complying with any
directions of the 1[Tribunal or the Central Government, as the case may be] under sub-section (1) of section 167, the
company, and every officer of the company who is in default, shall be punishable with fine which may extend to 2[fifty]
thousand rupees and in the case of a continuing default, with a further fine which may extend to 3[two thousand five
hundred] rupees for every day after the first during which such default continues.