Annual general meeting
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
01 November 2013
Sir,
Our Company was incorporated on 09.01.2012 and the final accounts for the period from 09.01.2012 to 31.03.2013 have been prepared.
Our First AGM date was fixed on 30.09.2013 and accordingly Form 20B has been filed.
Due to some problem the Form 23AC & ACA has not been filed till date.
Now we came to know that there is a violation u/s 166 of the companies act, 1956.
Please suggest.
Our Company was incorporated on 09.01.2012 and the final accounts for the period from 09.01.2012 to 31.03.2013 have been prepared.
Our First AGM date was fixed on 30.09.2013 and accordingly Form 20B has been filed.
Due to some problem the Form 23AC & ACA has not been filed till date.
Now we came to know that there is a violation u/s 166 of the companies act, 1956.
Please suggest.
01 November 2013
No, because you have already mentione the date of AGM in your Form-20B, so you have made your AGM in time.
In case of Form-23AC & ACA, you can file with late fee.
In case of Form-23AC & ACA, you can file with late fee.
01 November 2013
Prosecution and penalty 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 annual general meeting, prosecutions are rarely launched. The fact that the complaint has to be filed in the court of first class Magistrate having territorial jurisdiction over the place at which the Registered office of the company is situated, which is at the place other than the Head Quarter of the Registrar need not prevent the Registrar from enforcing the penal provision in this regard.
Section 168 contains penal provision for not complying with the provisions of section 166 or 167. It provides that if default is committed in holding the annual general meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to Rs. 50,000 and if the default is continuing one then with further fine extending upto Rs. 2,500 for every day after the first day during which the default continues.
However, if the books of accounts have been ceased by the police and produced in criminal court, the default is beyond the control of the company and should not be punished.
Failure to hold the meeting in each calendar years is a separate offence different from failure to had it within 15 months of the earlier meeting.
In State of Kerela v West Coast Planters Agencies (P) Ltd. (1958) 28 Comp Cas. 13 (Ker) (DB) it was held that where there was only a single member in a company then not holding the AGM would not amount to a default.
In ROC v Krishna Nambiar (1958) Comp Cas 225, it was held that if there was any default in holding AGM the company immediately becomes punishable but for an officer of the company to be punished it is necessary to prove that he was knowingly responsible for the default.
Prosecution and penalty 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 annual general meeting, prosecutions are rarely launched. The fact that the complaint has to be filed in the court of first class Magistrate having territorial jurisdiction over the place at which the Registered office of the company is situated, which is at the place other than the Head Quarter of the Registrar need not prevent the Registrar from enforcing the penal provision in this regard.
Section 168 contains penal provision for not complying with the provisions of section 166 or 167. It provides that if default is committed in holding the annual general meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to Rs. 50,000 and if the default is continuing one then with further fine extending upto Rs. 2,500 for every day after the first day during which the default continues.
However, if the books of accounts have been ceased by the police and produced in criminal court, the default is beyond the control of the company and should not be punished.
Failure to hold the meeting in each calendar years is a separate offence different from failure to had it within 15 months of the earlier meeting.
In State of Kerela v West Coast Planters Agencies (P) Ltd. (1958) 28 Comp Cas. 13 (Ker) (DB) it was held that where there was only a single member in a company then not holding the AGM would not amount to a default.
In ROC v Krishna Nambiar (1958) Comp Cas 225, it was held that if there was any default in holding AGM the company immediately becomes punishable but for an officer of the company to be punished it is necessary to prove that he was knowingly responsible for the default.
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