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Adjourned agm held after due date

ashisha (Practising CA) (261 Points)

25 September 2013

Dear All

If a company holds its AGM on 30 Sep 2013 for FY 2012-13 but the meeting gets adjourned due to want of quorum. Now the adjourned meeting will be held after the due date of AGM, will it attract any penalty? What procedure can be followed for the same?

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12 Replies

jaspreet singh (Accounts executive ) (54 Points)
Replied 25 September 2013

If the meeting was adjourned due to qurom not present on AGM date then it can be held in future and nt liable for any penalty

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Happiness of Helping (Student) (46 Points)
Replied 25 September 2013

If no quorum is present at the AGM within a hour from its start, the AGM is automatically adjourned to the same day, time and place in the following week;  if the meeting is automatically adjourned due to a lack of quorum, and on the second meeting date, there is still no quorum present within one half hour from start of the meeting, then the eligible voters present in person or proxy constitute a quorum.

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prerna (student) (27 Points)
Replied 26 September 2013

Ya I agree with both

ashisha (Practising CA) (261 Points)
Replied 26 September 2013

that's true but the AGM will be held beyond the due date. So what procedure will be followed for that?

(Guest)

An adjourned meeting is a mere continuation of original meeting...if any business which needs to be transacted at an A.G.M couldn't be resolved then it is discussed in the adjourned meeting...an adjourned meeting will be held similar to that of former meeting....

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ashisha (Practising CA) (261 Points)
Replied 26 September 2013

Thank you Mr Suresh Marpu! This reply is really helpful. My concern is that will the company be liable to any penalty as AGM will be held after 6 months from the end of relevant FY?

deepak (student) (44 Points)
Replied 27 September 2013

A company can not adjourne the agm to a date beyond the last date on which the agm is required to be held u/s 166.thus , the agm including any adjournment there off must conclude with in statutory limit ...i am not sure i think it shal be liable to penalty if it is not held with in that limit

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Happiness of Helping (Student) (46 Points)
Replied 27 September 2013

a company can hold its annual general meeting within fifteen months of the last annual general meeting. No approval from any regulatory authority is required for hold such meeting. In case an annual general meeting is not held within the time limit prescribed under section 166 due to unforeseen reasons the same can be held at any other date for which extension has been granted by the Registrar of Companies. Registrar of companies has the power to grant such extension-for any special reasons- by a period not exceeding three months. As per sub-section 3(b) of section 210 every company is required to hold its annual general meeting within six months from the end of the financial year. To avoid contradiction the department has advised that the annual general meeting of the company to be held earlier of the following dates:- 1Within six months from the date of the close of the financial year 2Within fifteen months from last annual general meeting 3last date of next calendar year. PENALTIES Section 168 It does not say that after expiry of time no annual general meeting can be held or its holding would be an offence. It says that in case of default the company and every officer responsible for it shall be punishable with fine which might extend to Rs. 50,000/-. The next part of the section convinces me that this penal provision does not debar holding of an annual general meeting beyond the prescribed time but enacts that in case of continuing default there would be an additional fine for each day of default.

Muhammed Sirajudheen M (DELHI) (21 Points)
Replied 28 September 2013

In case of continuing default,with a further fine which might extent to 2500/day after the first day during which such default continues

ashisha (Practising CA) (261 Points)
Replied 28 September 2013

Thank you all for your replies.

I have been informed that the requirement of holding an AGM within 6 months from end of FY is mentioned in Sec 210. the penalty u/s 168 is levied only on contravention of sec 166. Under section 166, the gap between 2 AGMs should not be more than 15 months and there should be held at least one AGM in every calender year.

If the meeting in ques, does not contravene sec 166 but only 210 and that too for the want of quorum then it shall not be liable to any penalty.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 October 2013

Originally posted by : deepak
	A company can not adjourne the agm to a date beyond the last date on which the agm is required to be held u/s 166.thus , the agm including any adjournment there off must conclude with in statutory limit ...i am not sure i think it shal be liable to penalty if it is not held with in that limit

Agree with Deepak.

It is not about penalty. My concern is not holding the AGM within time limit is a serious and non compoundable offence.

CS Mangesh M More (Company Secretary) (66 Points)
Replied 30 December 2015

Dear Experts,

My query is if ROC have given extension order to hold AGM on 30th December 2015 and due to want of quorum it was not possible then meeting is adjourned to the next week on same day same time. is it noncomplaince of section 96 of companies act 2013.??

Kindly reply and do the needful.

Thanking you

Regards,

CS Mangesh M More