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Incorporation query

BHAGIRATHI (ADVOCATE) (22 Points)

19 January 2017

Sir,as a company had incorporated in 12 Jan 2015 ,and it's signing of annual accounts is 5 SEP 2016,can u please suggest me how many total board meetings can be held by a company,and also suggest me the Annual general meeting of company.

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prathiba (company secretary) (259 Points)
Replied 20 January 2017

Hi Bhagirathi,

As per Sec.96 of the Companies Act, 2013, the first annual general meeting shall be held within 9 months from the close of the financial year.

As per Sec.2(41) if a company is incorporated after the month of January of a year, the first financial year will be 31st March of the following year..

In the given situation, the company is incorporated on 12.1.2015, which is after September , in respect of that particular year. Hence Ist financial year is 12.01.2015 to 31.03.2016. Hence, AGM shall be held on or before 12.12.2016. The date of signing of accounts is 05.09.2016 implies that the Board has approved the first annual accounts on 05.09.2016. So , you can call for the Annual General Meeting by giving clear 21 days notice, and convene a meeting on or before 12.12.2016.

As regards board meetings, Sec.173(1) stipulates that the first board meeting shall be held within 30 days of incorporation. Hence, in the financial year 2014-2015, which in your case is 12.01.2015 to 31.3.2015 it would be ideal if a board meeting was convened before 12.02.2015 and also for the quarter ended 31.03.2015. From 2015-2016, however, it should have 4 board meeting withou 120 days gap between any two board meetings.

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Jatin Bajaj (CS) (2928 Points)
Replied 21 January 2017

AS PER SECRETARIAL STANDARD 1 , THE FIRST BOARD MEETING OF THE COMPANY SHALL BE HELD WITHIN 30 DAYS OF INCORPORATION OF THE COMPANY . AS YOUR COMPANY IS INCORPORATED ON 12 JAN 2015, SO 1ST MEETING SHOULD HAVE BEEN HELD BY 11 FEB 2015. AND AS PER SS1 , THERE SHALL BE ATLEAST 4 BOARD MEETING IN A CALENDER YEAR AND TIME GAP BETWEEN 2 BOARD MEETING SHALL NOT EXCEED 120 DAYS AND SUBJECT TO A CONDITION THAT 1 BOARD MEETING SHOULD HAVE BEEN HELD ONCE IN CALENDER QUARTER. SO AS YOUR COMPANY IS INCORPORATED IN JANUARY 15, SO 4 BOARD MEETING IN THE YEAR 2015 AND 4 BOARD MEETING IN THE YEAR 2016