Roc compliances
This query is : Resolved
05 March 2014
Dear Experts,
The Company incorporation date is 09/01/2011. As of today the company has prepapred its financials from 09/01/2011 to 31/03/2012 and 01/04/2012 to 31/03/2013.
The above annual accounts has been signed on 21st November, 2013 by the Director and Auditors.
My Query is that Both the above annual accounts needs to be submitted with ROC.
1. What should be the 1st Agm date for the company?
2. Can a Company in its Board Meeting adopt the accounts for two financial years or not.
3. What is the penal provisions of not holding the AGM at a stipulated period.
The Company also needs to be file the Annual Return for the above two years.
Kindly help and guide.
Thanks and Regards,
Shahid
The Company incorporation date is 09/01/2011. As of today the company has prepapred its financials from 09/01/2011 to 31/03/2012 and 01/04/2012 to 31/03/2013.
The above annual accounts has been signed on 21st November, 2013 by the Director and Auditors.
My Query is that Both the above annual accounts needs to be submitted with ROC.
1. What should be the 1st Agm date for the company?
2. Can a Company in its Board Meeting adopt the accounts for two financial years or not.
3. What is the penal provisions of not holding the AGM at a stipulated period.
The Company also needs to be file the Annual Return for the above two years.
Kindly help and guide.
Thanks and Regards,
Shahid
05 March 2014
Sec.166
A Company may hold its Annual General Meeting within a period of 18 months from the date of its incorporation. If such AGM is held within that period, it shall not be necessary for the company to hold any AGM in the year of its incorporation or the following year.
Sec.210(3)
As per Section 210 of the Companies Act, 1956, the Company must lay before the Annual General Meeting, the profit and loss account within 9 months of the close of its first financial year in case of its First Annual General Meeting and within 6 months of the close of its relevant financial year in case of subsequent Annual General Meeting.
From combined reading of Sec.210 and Sec.186 of companies act , first annual general meeting of the company must be held with in 18 month from the date of incorporation or within 9 months from the close of its first financial year, whichever is earlier.
A Company may hold its Annual General Meeting within a period of 18 months from the date of its incorporation. If such AGM is held within that period, it shall not be necessary for the company to hold any AGM in the year of its incorporation or the following year.
Sec.210(3)
As per Section 210 of the Companies Act, 1956, the Company must lay before the Annual General Meeting, the profit and loss account within 9 months of the close of its first financial year in case of its First Annual General Meeting and within 6 months of the close of its relevant financial year in case of subsequent Annual General Meeting.
From combined reading of Sec.210 and Sec.186 of companies act , first annual general meeting of the company must be held with in 18 month from the date of incorporation or within 9 months from the close of its first financial year, whichever is earlier.
05 March 2014
SO
1)if you your books closed on 31.03.2011 Due date of First agm is 31.12.2011
.
.
2)If you close books closed on 31.03.2012 your due date of first agm is with in 18 months of incorporation which is 08.07.2012
.
.
You better close your books on 31.03.2012
1)if you your books closed on 31.03.2011 Due date of First agm is 31.12.2011
.
.
2)If you close books closed on 31.03.2012 your due date of first agm is with in 18 months of incorporation which is 08.07.2012
.
.
You better close your books on 31.03.2012
05 March 2014
SO
1)if you your books closed on 31.03.2011 Due date of First agm is 31.12.2011
.
.
2)If you close books closed on 31.03.2012 your due date of first agm is with in 18 months of incorporation which is 08.07.2012
.
.
You better close your books on 31.03.2012
.
.Refer below article for consequences of non compliance
.
.
failure to comply 166 punishible as per sec.168
.
.
failure to comply sec 210(3) punishable under sec.210(5)(6)
1)if you your books closed on 31.03.2011 Due date of First agm is 31.12.2011
.
.
2)If you close books closed on 31.03.2012 your due date of first agm is with in 18 months of incorporation which is 08.07.2012
.
.
You better close your books on 31.03.2012
.
.Refer below article for consequences of non compliance
.
.
failure to comply 166 punishible as per sec.168
.
.
failure to comply sec 210(3) punishable under sec.210(5)(6)
05 March 2014
Dear Mr. Ganesh,
Thanks for the valuable feedback. The Books has been closed on 31.03.2012 and for the subsequent year on 31.03.2013.
The Difficulty what i am facing at the moment is while filling up the 23AC & 23ACA FORM & 20B, it promts me for the AGM date and the resolution date etc. i have to mentioned the same.Practically what had happened in the company is that the Audit and the accounts preparation was done in the year 2013 from the date of incorporation till date.
Thanks for the valuable feedback. The Books has been closed on 31.03.2012 and for the subsequent year on 31.03.2013.
The Difficulty what i am facing at the moment is while filling up the 23AC & 23ACA FORM & 20B, it promts me for the AGM date and the resolution date etc. i have to mentioned the same.Practically what had happened in the company is that the Audit and the accounts preparation was done in the year 2013 from the date of incorporation till date.
05 March 2014
As per your explanation i have to conduct the first AGM by 8th July, 2012. On paper i can conduct the AGM, but AGM contents are generally do approve the annual accounts and declaring of dividend and etc, and in our case when the books was not prepared at that moment. The books was prepared in the subsequent year 2013 for both the financial years.
22 July 2025
Here’s a detailed breakdown of your queries and the best possible approach based on the Companies Act and MCA rules:
1) What should be the 1st AGM date for the company?
The first AGM must be held within 18 months from the date of incorporation (Section 166 of the Companies Act).
Since your company was incorporated on 09/01/11, the first AGM must have been held by 08/07/12.
This means, legally, the first AGM should have been conducted within this timeline even if the financial statements were not ready.
2) Can a Company in its Board Meeting adopt accounts for two financial years together?
No.
Each financial year requires a separate AGM and approval of the respective financial statements.
Two financial years cannot be approved in a single AGM. Each year should have its own AGM.
The company cannot combine two years' accounts and pass them in one AGM.
3) Penal provisions for not holding the AGM within stipulated period
Section 99 of Companies Act, 2013 (earlier Section 166/168 of Companies Act, 1956) states:
If a company fails to hold its AGM within the prescribed period, every officer in default shall be liable to a fine of ₹1L and a further fine of ₹5K per day of continuing default.
Similarly, Section 99 and 210(5) of Companies Act deal with penalties for failure to file annual accounts and returns within time.
Your Situation and Practical Steps:
Since the first AGM was not held within 18 months and accounts for both years were prepared late, you need to regularize the delay ASAP.
Conduct the first AGM immediately, passing resolutions to:
Approve the financial statements for FY 11-12.
Approve the financial statements for FY 12-13.
Approve the Annual Returns for both years.
While MCA portal prompts for AGM date & resolution date, mention the actual date of conducting the AGM (now), not the past.
Be prepared to pay late filing fees for the delayed filings.
Additional Notes:
For ROC filings, each financial year must have separate filings:
Form 23AC & 23ACA for financial statements.
Form 20B for Annual Return.
Late filing fees are applicable for each year’s documents filed after the due date.
Summary
Query Answer
1st AGM due date Within 18 months from incorporation (08/07/2012 for your company)
Approving two years' accounts together Not allowed in one AGM
Penalties for delay Fine up to ₹1L + ₹5K/day of delay
Next step Conduct AGM immediately, approve pending accounts & returns, file ROC
1) What should be the 1st AGM date for the company?
The first AGM must be held within 18 months from the date of incorporation (Section 166 of the Companies Act).
Since your company was incorporated on 09/01/11, the first AGM must have been held by 08/07/12.
This means, legally, the first AGM should have been conducted within this timeline even if the financial statements were not ready.
2) Can a Company in its Board Meeting adopt accounts for two financial years together?
No.
Each financial year requires a separate AGM and approval of the respective financial statements.
Two financial years cannot be approved in a single AGM. Each year should have its own AGM.
The company cannot combine two years' accounts and pass them in one AGM.
3) Penal provisions for not holding the AGM within stipulated period
Section 99 of Companies Act, 2013 (earlier Section 166/168 of Companies Act, 1956) states:
If a company fails to hold its AGM within the prescribed period, every officer in default shall be liable to a fine of ₹1L and a further fine of ₹5K per day of continuing default.
Similarly, Section 99 and 210(5) of Companies Act deal with penalties for failure to file annual accounts and returns within time.
Your Situation and Practical Steps:
Since the first AGM was not held within 18 months and accounts for both years were prepared late, you need to regularize the delay ASAP.
Conduct the first AGM immediately, passing resolutions to:
Approve the financial statements for FY 11-12.
Approve the financial statements for FY 12-13.
Approve the Annual Returns for both years.
While MCA portal prompts for AGM date & resolution date, mention the actual date of conducting the AGM (now), not the past.
Be prepared to pay late filing fees for the delayed filings.
Additional Notes:
For ROC filings, each financial year must have separate filings:
Form 23AC & 23ACA for financial statements.
Form 20B for Annual Return.
Late filing fees are applicable for each year’s documents filed after the due date.
Summary
Query Answer
1st AGM due date Within 18 months from incorporation (08/07/2012 for your company)
Approving two years' accounts together Not allowed in one AGM
Penalties for delay Fine up to ₹1L + ₹5K/day of delay
Next step Conduct AGM immediately, approve pending accounts & returns, file ROC
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