Problem in holding agm
This query is : Resolved
08 September 2011
Books of company seized by revenue authorities. The company got the books back after passing 17 months. During the period company was unable to prepare its final accounts and lay the same in AGM for adoption of the same. As the books were returned in current financial year auditor signed the balance sheet of previous financial year in current date.
What course of action the company should adopt in such a situation.
What course of action the company should adopt in such a situation.
12 September 2011
Situation beyond the control may not make liable the company in default.
Message likes :
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16 September 2011
But the problem is that how the company will file its accounts with ROC. The company was not in position to hold agm for the year when the books were seized. Should we adjourn the AGM till finalisation of accounts ? But the adjourned AGM should complete within the due time. How it will take place ? Please guide.
24 September 2011
But the problem is that how the company will file its accounts with ROC. The company was not in position to hold agm for the year when the books were seized. Should we adjourn the AGM till finalisation of accounts ? But the adjourned AGM should complete within the due time. How it will take place ? Please guide.
10 August 2024
When a company’s books are seized by revenue authorities and returned after a significant delay, it complicates the process of holding the Annual General Meeting (AGM) and filing accounts with the Registrar of Companies (RoC). Here's a step-by-step guide to address the situation:
### Steps to Address the Situation:
1. **Preparation of Financial Statements:**
- **Finalize Accounts**: Once the books are returned, the company should finalize the accounts for the affected financial year. The auditor can sign the balance sheet after the accounts are prepared and verified.
2. **Hold AGM:**
- **Adjourned AGM**: Since the company could not hold the AGM within the stipulated time due to the seizure of books, it must call an AGM as soon as possible after the accounts are finalized.
- **Extension of Time**: You can apply to the National Company Law Tribunal (NCLT) for an extension of time to hold the AGM if necessary. The tribunal may grant an extension considering the exceptional circumstances.
3. **File with RoC:**
- **Annual Filing**: After holding the AGM, file the financial statements with the RoC. The due date for filing annual returns and financial statements will be calculated from the date of the AGM.
- **Delay and Penalties**: If there is a delay in filing, be aware of potential penalties. You may need to pay additional fees for late filing.
4. **Documentation and Communication:**
- **Document the Seizure**: Keep all documents related to the seizure and return of books. These may be required as evidence if any queries arise from the RoC.
- **Communicate with RoC**: Inform the RoC about the reasons for the delay in holding the AGM and filing the accounts. Provide any supporting documents or evidence related to the seizure of books.
5. **Compliance and Follow-Up:**
- **Follow-Up with Authorities**: Ensure compliance with all legal requirements and follow up with the RoC to confirm that your filings are processed and accepted.
- **Regular Updates**: Keep all stakeholders informed, including shareholders and regulatory authorities, about the steps taken to rectify the delay.
### Detailed Course of Action:
1. **Finalize Accounts:**
- Prepare the financial statements for the period affected by the seizure.
- Get the balance sheet and accounts audited and signed by the auditor.
2. **Hold AGM:**
- **Notice**: Send a notice of the AGM to all members and stakeholders, including the revised dates if the meeting is being adjourned.
- **Meeting**: Conduct the AGM to approve the financial statements. If the AGM was adjourned, make sure to complete it within the extended timeframe provided by the RoC or as permitted by law.
3. **File Returns with RoC:**
- **Form Filing**: After holding the AGM, file the necessary forms with the RoC, including the financial statements and annual return. The forms typically include Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements).
- **Additional Fees**: Be prepared to pay any additional fees or penalties for late filing.
4. **Apply for Extension if Needed:**
- **NCLT Application**: If you need more time to hold the AGM or file with the RoC, apply to the NCLT for an extension. Provide a detailed explanation and supporting documents for the delay.
### Key Points to Remember:
- **Adherence to Timelines**: Ensure that the adjourned AGM is held within the timeline stipulated by law or any extended period granted by the NCLT.
- **Communication with RoC**: Keep the RoC informed of your situation and provide any necessary documentation.
- **Professional Assistance**: Consider consulting with a company secretary or legal professional to ensure compliance with all statutory requirements and to manage the filing process efficiently.
By following these steps, you can address the situation of holding the AGM and filing accounts despite the challenges posed by the seizure of books.
### Steps to Address the Situation:
1. **Preparation of Financial Statements:**
- **Finalize Accounts**: Once the books are returned, the company should finalize the accounts for the affected financial year. The auditor can sign the balance sheet after the accounts are prepared and verified.
2. **Hold AGM:**
- **Adjourned AGM**: Since the company could not hold the AGM within the stipulated time due to the seizure of books, it must call an AGM as soon as possible after the accounts are finalized.
- **Extension of Time**: You can apply to the National Company Law Tribunal (NCLT) for an extension of time to hold the AGM if necessary. The tribunal may grant an extension considering the exceptional circumstances.
3. **File with RoC:**
- **Annual Filing**: After holding the AGM, file the financial statements with the RoC. The due date for filing annual returns and financial statements will be calculated from the date of the AGM.
- **Delay and Penalties**: If there is a delay in filing, be aware of potential penalties. You may need to pay additional fees for late filing.
4. **Documentation and Communication:**
- **Document the Seizure**: Keep all documents related to the seizure and return of books. These may be required as evidence if any queries arise from the RoC.
- **Communicate with RoC**: Inform the RoC about the reasons for the delay in holding the AGM and filing the accounts. Provide any supporting documents or evidence related to the seizure of books.
5. **Compliance and Follow-Up:**
- **Follow-Up with Authorities**: Ensure compliance with all legal requirements and follow up with the RoC to confirm that your filings are processed and accepted.
- **Regular Updates**: Keep all stakeholders informed, including shareholders and regulatory authorities, about the steps taken to rectify the delay.
### Detailed Course of Action:
1. **Finalize Accounts:**
- Prepare the financial statements for the period affected by the seizure.
- Get the balance sheet and accounts audited and signed by the auditor.
2. **Hold AGM:**
- **Notice**: Send a notice of the AGM to all members and stakeholders, including the revised dates if the meeting is being adjourned.
- **Meeting**: Conduct the AGM to approve the financial statements. If the AGM was adjourned, make sure to complete it within the extended timeframe provided by the RoC or as permitted by law.
3. **File Returns with RoC:**
- **Form Filing**: After holding the AGM, file the necessary forms with the RoC, including the financial statements and annual return. The forms typically include Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements).
- **Additional Fees**: Be prepared to pay any additional fees or penalties for late filing.
4. **Apply for Extension if Needed:**
- **NCLT Application**: If you need more time to hold the AGM or file with the RoC, apply to the NCLT for an extension. Provide a detailed explanation and supporting documents for the delay.
### Key Points to Remember:
- **Adherence to Timelines**: Ensure that the adjourned AGM is held within the timeline stipulated by law or any extended period granted by the NCLT.
- **Communication with RoC**: Keep the RoC informed of your situation and provide any necessary documentation.
- **Professional Assistance**: Consider consulting with a company secretary or legal professional to ensure compliance with all statutory requirements and to manage the filing process efficiently.
By following these steps, you can address the situation of holding the AGM and filing accounts despite the challenges posed by the seizure of books.
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