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Annual General Meeting

Khushboo Maheshwari (Company Secretary) (548 Points)

24 September 2009

Hi Can anyone please tell what shall be the consequences if a public limited company fails to hold its first Annual general meeting within 18 months from the date of incorporation? Please reply its urgent

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10 Replies

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 24 September 2009

2 consequences

sec 167. on the application of any member of the company, Central Govt. call/ direct the calling of, a general meeting of the company and give such ancillary or consequential direction as theit thinks expedient such as one member of the company present in person all by proxy shall be deemed to constitute a meeting.

section 168.

If default is made in holding a meeting u/s 166, u/s 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in the case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues.

But note that meeting called after 18 months shall not be illegal, however penalty will be levied.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 September 2009

Dear Manmohan,

You forget to mention one penalty. Penalty shall also be leviable under sub section (5) of Section-210.

Regards

Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 25 September 2009

Thanks AnKur sir, for reminding me

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 26 September 2009

Perfectly fine friend...Keep sharing.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 26 September 2009

Dear Ms. Khushboo

PROSECUTION AND PENALITY FOR NON-COMPLIANCE

Where the company has defaulted under section 156 and/or 210 of the Companies Act, 1956 that is, where they have not held the annual general meeting and/or have not placed the balance sheet and the profit and loss account before the AGM, prosecutions are rarely launched. The fact that the complaint has to be filed in the Court .

Section 168 contains penal provision for not complying with the provisions of section 166 or 167. It provide that if default is committed in holding the AGM of the Company, the company and every officer of the company who is in default shall be punishable with fine which may extended to Rs. 50,000 and if sefault is continuing one then with further fine extending upto Rs. 2500/- for every day after the first day during which the default continues.

However, if books of account have been ceased by the police and produced in criminal curt, the default is beyond control of the company and should not be punishable.

Failure to hold the meeting in each calendar years is a separate offence different from failure to hold it within 15 months of the earlier meeting.

In State of Kerela v. West Coast Planters Agencies (P) Ltd. (1985) it was held that where there was a single member in the company then not holding the AGM would not amount to a default.

Regards

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Khushboo Maheshwari (Company Secretary) (548 Points)
Replied 26 September 2009

is there any way out of it.......

yogita ghai (practising company secretary) (54 Points)
Replied 29 September 2009

can u plz tellme if a govt. company doesnt hold the annual genral meeting within 18 months then the same provision will apply and what would be the remedy for this.

thanks

NIDHI DHAWAN (COMPANY SECRETARY) (46 Points)
Replied 30 September 2009

Yesssssssssssssssssss ,this provision applicable to all the Co.s,there is one Gateway u can post a letter to CLB for condonation of delay

yogita ghai (practising company secretary) (54 Points)
Replied 01 October 2009

kindly tell me under which section we can file the condonation of delay to CLB.

(Guest)

there is no provision related to condonation of delay in case of AGM.

the company act says that on being application made to CLB, it will direct the company to hold general meeting. that's all.

Section 167 POWER OF COMPANY LAW BOARD TO CALL ANNUAL GENERAL MEETING.

(1) If default is made in holding an annual general meeting in accordance with section 166, the Company Law Board may, notwithstanding anything in this Act or in the articles of the company, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Company Law Board thinks expedient in relation to the calling, holding and conducting of the meeting.

Explanation : The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

(2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Company Law Board , be deemed to be an annual general meeting of the company.