Single director left in pvt. ltd.co.
Querist : Anonymous
the remaining and only three members (including a single director) attended the meeting and approved the financial statements.
question is whether a single director can take decision in board meeting, including passing of accounts and can he / she singly, convene AGM.??
your reply will provide guidance to tackle similar situation in future.
In Case the director of the company is less than two or the no. of director fix for the quorum, then the remaining director (continuing director or directors) may act for the purpose of increasing the no. of directors to that fixed for the quorum or summoning a general meeting of the company, but no for other purpose.
Please read Regulation 75 of Table A of Schedule I of the Companies Act, 1956.
Querist : Anonymous
Does it mean that the single director, can call an annual general meeting and approve the financial accounts along with other 2 members? and later on appoint an additional director in a board meeting, after the AGM?
query 2 : by oversight a pvt. ltd. company couldn't follow the requirements pursuant to sec. 166 i.e. holding the AGM within 15 months. what shall be done where more than a month has already passed from the last date of AGM to be held? previous AGM was held in the month of May.
Querist : Anonymous
Does it mean that the single director, can call an annual general meeting and approve the financial accounts along with other 2 members? and later on appoint an additional director in a board meeting, after the AGM?
query 2 : by oversight a pvt. ltd. company couldn't follow the requirements pursuant to sec. 166 i.e. holding the AGM within 15 months. what shall be done where more than a month has already passed from the last date of AGM to be held? previous AGM was held in the month of May.
He can call general meeting for increasing of numbers of directors or appoint director/s to maintain the quorum.
He can not call AGM for approving the account.
Querist : Anonymous
thanks a lot.
Suggest the way out, since no director is appointed and the accounts are to be finalised.
would you pl. advise on query 2 also.
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).
TIME-LIMIT FOR HOLDING SUBSEQUENT ANNUAL GENERAL MEETINGS
As mentioned above, every company shall hold every year an annual general meeting and ordinarily there shall not be a gap of more than fifteen months between two such meetings. Further that in terms of the provisions of section 210 an annual general meeting shall be held within a period of six months from the end of the financial year whose accounts are proposed to be considered at the said annual general meeting. Accordingly, it is the rule that a company whose financial year ends on 31st March, shall hold its annual general meeting by 30th September every year.
Extension in time for holding annual general meeting:
The power of the Registrar conferred by the second proviso to section 166(1) enabling him to grant extension of time to hold the annual general meeting is exercisable by the Registrar without restriction or qualification up to a limit of three months. He can, therefore, grant extension of time for special reasons up to the maximum limit of three months, even if such extension allows the company to hold its general meetings beyond the calendar year
The Registrar shall grant an extension of time for holding the annual general meeting of a company under the second proviso to sub-section (1) of section 166 only when the application for such extension is made to him before the expiry of the period laid down in sub-section (1) of that section. Therefore, if a company considers that it will not be possible for a company to hold the annual general meeting within six months from the conclusion of the financial year, the company shall make an application in the prescribed e-Form 61 (prescribed by the Notification No. GSR 56(E) dated 10th Feb., 2006 by the MCA) electronically with the Registrar before the due date for holding the said meeting. The application may be made by a letter giving full justification for seeking extension of time certified by the chartered accountant or company secretary or cost accountant in practice.
Querist : Anonymous
Mr. Mishra,
thanks a lot for the detailed answer.
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