Dear Ankur Sir, I always appreciate your reply. 

I have a query here that where the previous AGM was held on 30th Sep 2010.

As per section 166(1), there can be maximum of 15 Months gape between 2 AGMs (provided NO any extention has been granted).

Now if extension has been granted then due date is 30th March 2012, Am i right here? (15 Months from 30th Sep 2010 i.e. 31st Dec. 2011 + 3 Months ROC extention.)

So as per my view the Company has defaulted in holding AGM on 10th April 2012 !!

Will appreciate other experts views also!!

REGARDS

Jitendra Gupta

Originally posted by : jitendra gupta
	Dear Ankur Sir, I always appreciate your reply.  I have a query here that where the previous AGM was held on 30th Sep 2010. As per section 166(1), there can be maximum of 15 Months gape between 2 AGMs (provided NO any extention has been granted). Now if extension has been granted then due date is 30th March 2012, Am i right here? (15 Months from 30th Sep 2010 i.e. 31st Dec. 2011 + 3 Months ROC extention.) So as per my view the Company has defaulted in holding AGM on 10th April 2012 !! Will appreciate other experts views also!! REGARDS Jitendra Gupta

Hello,

I think you have misunderstood the query. The above query involves 2 extensions. First for extension of financial year to 18 months (01.04.10 to 30.09.11) under section 210(4) and second for extension of AGM under proviso to section 166(1).

First go through the query and my reply again and I hope you won’t find any mistake. I hope i am not making any mistake here in interpretation.

Regards

yes, you are right sir, thnkx but to be fortunate i got it earlier as well.

BUT If company go as per this (like u said) then relevance of section 166 does not remain into picture because company is making gap of more then 15+3 Months between 2 AGMs. 

Originally posted by : jitendra gupta
	yes, you are right sir, thnkx but to be fortunate i got it earlier as well. BUT If company go as per this (like u said) then relevance of section 166 does not remain into picture because company is making gap of more then 15+3 Months between 2 AGMs.

No dear there is nothing like that. Once you got the approval of extension of financial year by following the procedure prescribed for section 210(4) your concern is over. After receiving your application u/s 210(4), now it is ROCs duty to look into the time limits of connected sections like 166 before granting financial year extension approval.

Once you got the extension of financial year up to 30.09.2011, you can have your AGM up to 31.03.2012, without any kind of further extension of 3 months under proviso to section 166(1). In this case holding your AGM up to 31.03.2012 would not be considered as violation of 15 months time limit or any other time limit of section 166.

Another contention of some learned member may be – there should be at least one AGM each year which is not happening in this case since there would be no AGM in 2011. However once again I would say it is duty of the ROC to handle all these compliance issues before granting financial year extension approval.

Regards

ThnkX alot for your quick successive replies!! 

But i am Confused here!! what i studied seem to be contravening your replies and i would have gone according to my learning but will like to have more clarification from you, as i sincerely have faith in ur replies.

A. Section 166 says that AGM should be within 15 Months

B. Section 210 says that AGM should be within 6 Months from the closure of Financial Year.

To comply both the sections, company does ealrliest of above 2 points.

In the Query, we have 2 different dates for Due Date of AGM

A.   31st Dec 2011

B.   31st March 2012

To comply both the Sections company has to convene AGM before 31st Dec 2011. Now company find unable to convene AGM by 31st Dec 2011 and appoaches to ROC for extention of Maximum of 3 Months i.e. by 31st March 2012 So in any case Due date Shall be 31st march 2012.

Now as you are saying that ROC is actually doing this thatswhy such situation has occured. But Most Respected Sir, my view is that ROC is not doing all these so that Violation of Company law take place.

Originally posted by : jitendra gupta
	ThnkX alot for your quick successive replies!!  But i am Confused here!! what i studied seem to be contravening your replies and i would have gone according to my learning but will like to have more clarification from you, as i sincerely have faith in ur replies.   A. Section 166 says that AGM should be within 15 Months B. Section 210 says that AGM should be within 6 Months from the closure of Financial Year. To comply both the sections, company does ealrliest of above 2 points. In the Query, we have 2 different dates for Due Date of AGM A.   31st Dec 2011 B.   31st March 2012   To comply both the Sections company has to convene AGM before 31st Dec 2011. Now company find unable to convene AGM by 31st Dec 2011 and appoaches to ROC for extention of Maximum of 3 Months i.e. by 31st March 2012 So in any case Due date Shall be 31st march 2012.   Now as you are saying that ROC is actually doing this thatswhy such situation has occured. But Most Respected Sir, my view is that ROC is not doing all these so that Violation of Company law take place.

It’s ok….I am getting your point but unfortunately that is absolutely not the case here and no clash between section 166 and 210. My last reply is aptly clear as far as interpretation is concerned and I would advise you to discuss the same with some senior around you.

Please read my last reply carefully or let me try one “last” time.

There is no need to mix section 166 time limits here. We have extended the financial year with ROC approval up to 30.09.2011 i.e. a financial year of 18 months. Now by virtue of section 210 we can have our AGM till 31.03.2012 i.e. within 6 months of end of financial year without taking extension for holding AGM.

Now at this point what I am saying is you don’t have to think about the time limit of 15 month of section 166. Bcoz you are holding your AGM on 31.03.2012 with ROC approval u/s 210(4). While granting this approval u/s 210(4) ROC will automatically look into the compliance of time limits of section 166 which are also pointed out by you. In other words ROC approval u/s 210(4) will automatically cover the approval under proviso to section 166(1) regarding 15 months time gap between 2 AGMs.

I hope now the picture is clear.

Thanks

I wish, i could have seniors like u around me!! But Many ThnkX for devoting your precious time in this discussion..

You are always welcome….and devoting time is fine. But tell me now are you clear and agree with my reply or still looking for clarification?

Devoting time to such discussion is like doing “RIYAZ” of corporate laws which helps me to swim into the deep sea of law….

you stand here as the King of CaClubindia.

Why not sir, if you are trying to convince/satisfy me here by your replies, i am definitely done with the same.

Isn't it like GOD (ROC) themeselves are asking us (compaies) to commit sins.

I agree with u sir, as i said u that i do sincerely have faith in your replies..

Originally posted by : Ankur Garg
	Devoting time to such discussion is like doing “RIYAZ” of corporate laws which helps me to swim into the deep sea of law….

Yes, it is after all a case of 'enlightened self-interest'. Is'nt it ? Same is the case with me and most of the  members of CCI. 

thanx a lot Ankur Sir for further clarifications and to Jitendra for delving deeper into the provisions, providing an oppurtunity for greater insight.

Here I would also like to share my personal experience.

Around 4 years back in one of our group companies we were not in a position to deliver accounts to shareholders in the AGM within the original time limit of 6 months u/s 210 i.e. up to 30.09.2007 or 3 months ROC extension u/s 166(1) i.e. up to 31.012.2007.

This position was anticipated by the management much earlier in the month of June that we won’t be able to finalise the account before second quarter of 2008 i. e. after March 31, 2008. At that time I had convinced the management to opt for the trick of financial year extension u/s 210(4) and further 3 month extension u/s 166(1).

After that first we claimed extension of FY till 30.09.2007 by timely filing the application u/s 210(4). But we avoid immediate filing of 3 month further extension u/s 166(1). For filing 3 month further extension for holding AGM u/s 166(1), we waited till February 15, 2008 and then file application to ROC for 3 month further extension for holding AGM u/s 166(1). We got the desired extension fir holding AGM up to 30.06.2008 and held our AGM within approved time and wind up the things easily.