Pratul (FINANCE MANAGER) (105 Points)
23 April 2012
A Co. Held its AGM fr the 12 months ending 31.03.10 on 30.09.10. Subsequently for the FY 10-11 it approached ROC for an extension of its Financial Period to 18 months (01.04.10 to 30.09.11) and extension of AGM of the Company upto March 30, 2012.
Subsequently, it held the AGM for 18 months ending 30th Sept, 2011 on 10.04.12. is it valid..? what are the consequences?
pramod yadav
(Company Secretary)
(150 Points)
Replied 23 April 2012
If there is a delay in holding the AGM beyond the time permitted by a combined reading of sections 166 and 210, including any extension granted by the ROC, the company & every officer of the company in default shall be punishable with fine which may extend to Rs. 50,000 and in the case of continuing default, with a further fine which may extend to Rs. 2,500 for every day after the first day during which such default continues.
However, this does not affect the validity of the AGM itself. Consequently, all the resolutions passed at the AGM for the approval of the Accounts and the Director's Report, declaration of the dividend, appointment of director and auditor at the meeting are valid.
Pratul
(FINANCE MANAGER)
(105 Points)
Replied 23 April 2012
@ pramod... the ROC had granted the extensions filed by the company. kindly elaborate on additional payments, being referred by you.
pramod yadav
(Company Secretary)
(150 Points)
Replied 23 April 2012
pramod yadav
(Company Secretary)
(150 Points)
Replied 23 April 2012
Pratul
(FINANCE MANAGER)
(105 Points)
Replied 23 April 2012
pramod yadav
(Company Secretary)
(150 Points)
Replied 23 April 2012
dear sir,
yes, it is valid and here no other consequences coming on your company.
Pratul
(FINANCE MANAGER)
(105 Points)
Replied 23 April 2012
@ veeral.. i completely agree with your answer.. but i am looking for an alternate answer because the present facts is in relation to a company listed on BSE & NSE, and thus not making any sense to me.
@ pramod. ur not not making any sense at all.. if u are doing guessworks here, den kindly del ur posts or else suport ur anwers wid some proivisions.!!
Dear Pratul,
As per the case of [Registrar of Companies v/s Cabral & Co. Pvt. Ltd. and others (1988) 63 Comp. Cas. 126(Bom)], "No distinction in regard to requirement of holding of an AGM could be made between a Private co. & Public Limited co."
Even if your company is a listed company, the provisions of The Companies Act, 1956, which I talked about in the the first reply, will certainly apply. Thus, it does'nt matter whether your company is a listed company or otherwise. The liabilities will be the same. (For your kind information, I checked the NSE & BSE listing agreement. The matter concerning your case can be only found in the Companies Act, 1956).
Regarding refering to the concerned company while replying to your query (Which you talked about in the PM), I could'nt get the information from the Ministry of Corporate Affairs (MCA) portal. It seems that a serious compliance issue is involved with regard to the said company.
I hope that this reply would make a 'sense' to you.
Regards,
Veeral Gandhi
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 23 April 2012
Dear Sir [Pratul],
Kindly appreciate according to your query your financial year ended on 30.09.2011 with the valid ROC approval for extension of your financial year u/s 210(4).
Now as per section 210, for holding AGM up to March 31, 2012, ROC extension for holding AGM [up to March 31, 2012] was not required at all. Reason being u/s 210 you can hold your subsequent AGMs within a period of 6 months from the end of your financial year.
Now if you have got the extension (for holding AGM) from ROC for a further period of 3 months from 01.04.2012 to 30.06.2012 under second proviso to section 166(1), then your AGM dated 10.04.2012 would be considered as valid. In other case your AGM dated 10.04.2012 would attract penalty u/s 168 which have already been explained by fellow CCI members.
Some references are there in the suggested readings for non-holding of AGM without quoting anything about holding AGM after due date without ROC extension approval. So as per my opinion holding of AGM after due date would be valid only if compounded by the respective authority within the meaning of section 621A. However non-holding of AGM is a non-compoundable offence read with section 621A.
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For the information of other members non-holding of AGM is a very serious offence under company law as this offence is non-compoundable offence read with section 621A. |
Extension under the second proviso to sub-section (1) of section 166 possible only if application made before the expiry of the period lay under section 166(1)
The Department's view is that the Registrar should grant an extension of time for holding the AGM of a company under the second proviso to sub-section (1) of section 166 only when the application for such extension is made to him before the expiry of the period laid down in sub-section (1) of that section.
Source: Company News & Notes, dated 1-7-1963.
I hope the efforts would be of some help.
Best Regards
Ankur Garg
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 23 April 2012
Please read a relevant article on the subject available at the link given below:
ADJOURNEMENT OF ANNUAL GENERAL MEETING
/articles/adjournment-of-annual-general-meeting-a-write-up-7009.asp
Pratul
(FINANCE MANAGER)
(105 Points)
Replied 23 April 2012
Thank u very much sir, that resolves my couter questions too.. :)
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