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AGM date & short notice for GM & AGM

Rupesh (CA Practice ) (100 Points)

27 August 2010

HI,

my company was incorporated on 10/01/2009 , company has open its bank account in april 2009 & started business subsequently.

company has not held any meeting since than.now company want to files its roc return for financial year 09-10.

what could be the first agm date & weather agm can be called at short notice or not ? what are the formalities for short notice ? what are other formalities that company should follow to avoid any penalties ?

also , company want to appoint new auditor for financial year 09-10 what are the possibilities ? weather new auditor can be appoint in generel meeting served by short notice ? what precaution new auditor should take before & after appointment ?

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6 Replies

nandini mishra (individual) (592 Points)
Replied 27 August 2010

1-your first agm date within 18 months from the date of its incorporation as per section 166. i.e. before 10th june

2- the company should held 4 board meeting in each quarter of the calander year i.e. january to march, april to june, july to september , and october to december as per section 285

3- although company has to appoint a first auditor within one omnth from the date of incorporation but it can also appoint an auditor in the general meeting, section 224 (5). further appointment is possible only ain annual general meeting

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 27 August 2010

First AGM must be held within 18 months form the date of Incorporation i.e. upto 10th July, 2010.

Yes, AGM may be called with a shorter notice with the consent of all the Members.

You are required to show 1 board meeting in every three calender month.

Although, Auditors are required to be appointed within 1 month of the Incorporation by the Board of Directors, however, auditors can be appointed subsequently by shareholders in AGM.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 August 2010

Hi,

First decide what is your financial year—Your first financial year would be from 10/01/2009 to 31.03.2010 i.e. a period of 14 months and 22 days.

As per my understanding you have to file Annual Accounts in the year 2010 after AGM.

DECISION REGARDING ANNUAL GENERAL MEETING

Applicability of Section-166 read with section-210 suggest in your case

As per Section-166 last date for holding your AGM would be July 09, 2010 i.e. 18 months from the date of incorporation of the company.

As per section-210 Balance Sheet & Profit and Loss A/c shall lay before the members in case of first AGM within 9 months from the end of financial year i.e. last date for holding your AGM as per section-210 would be December 31, 2010.

Conclusion as per the rule of Harmonious construction

As per my opinion your first financial year is ending on March 31, 2010 and as per section-210 you may hold your first AGM up to December 31, 2010. But here if you follow section-210 blindly and hold your AGM up to December 31, 2010 without application of section-166 then there would be violation of section-166 regarding First AGM in 18 months provision.

Final Answer—In your case last date for holding first AGM would be July 09, 2010 i.e. within 18 months from the date of incorporation of the company which is in line with the provisions of both the sections.

Best Regards

Ajay Mishra (Company Secretary) (74337 Points)
Replied 27 August 2010

Dear Rupesh

For all these queries, first of all you check your first Board Minutes. All these items are decided on the first Board Meeting held after incorporation.

For the First AGM it should be held with in 18 month from the date of Incorporation. But the Financial Year for which will decide on the first Board Meeting that the period accounts will be first time adopted.

Regards

CS Ajay Mishra