First agm of private limited company

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DJ (Querist)
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02 September 2013 Dear Sir

As you have mentioned in your all advices First AGM must be conduct within 18 months from the date of incorporation or Nine Months from the closure of F.Y, which ever is earliest so company incorporation date is 20thJan12 so as per this date 18 months have completed on 19thJuly13 but upto till date no AGM is conducted by the company and other facts related to general board meetings which are as follows:

• Company has been conducted one board meeting as on 6th June 13.

• Company has been conducted another board meeting as on 25th July 2013 in mumbai and balance sheet and p&l statement have signed on the same date i.e. 25th July 2013.

• Company has been conducted Two EGM also First in the month of January dtd 25.01.2012 at the time of share capital increase and Second EGM in the month of May dtd 24.05.2012 at the time of New directors appointment and both EGM conducted at Registered office address banswara.

Now as per above mentioned facts my queries are as follows:

 Upto till date no AGM is conducted by the company so according to above facts which date would be suitable for conduct the first AGM?

 If company unable to conduct the AGM so what are the penalty clauses?

 Is this compulsory to conduct the AGM at the registered office of the company or not?

 If you need any other information so please revert.

Thanks for your advice.

Regards
Depaksh Jain

Ajay Mishra

Ajay Mishra (Expert)
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02 September 2013 If you have called EGM after incorporation of the co. are not. You will call your first AGM latest within a period of eighteen months from the date of its incorporation or nine months from the close of the first financial year of the company.

A new company which is registered under the Act, shall hold its first annual general meeting latest within a period of eighteen months from the date of its incorporation, namely, the date on which the Registrar has issued the certificate of incorporation to the company. If the first annual general meeting is so held, it is not necessary for the company to hold another annual general meeting in the year of its incorporation or in the following year. It may also be noted in this connection that the accounts placed before the first annual general meeting shall be for the period beginning from the date of incorporation and ending on a day of financial year, which will not precede the first annual general meeting by more than nine months from the close of the first financial year of the company — section 210(3).

Ajay Mishra

Ajay Mishra (Expert)
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02 September 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.

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