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Adjourned agm

ABHISHEK KUMAR JAIN (Company Secratery in Practice) (33 Points)

03 September 2016

A private company held board meeting and approved draft accounts in august 2015 and sent to auditors but the auditors not completed audit before AGM DUE date, therefore company call and held AGM in septermber 2015 for the financial year 2014-2015 and adjourned due to not avalability of audited annual accounts AND Company has not filled its provisional acounts in AOC-4.

Afterthat annual accounts are audited by the auditors in feburary 2016.

My quary is what is the compliance need to be done?

1. Can a comapny hold Adjouned AGM in feburary 2016 after the date of signing audit report by the auditors for the f.y. 2014-15.

2. Whether company needs to be file AOC-4 for two times i.e., Provisional Accounts and Audited Accounts.

Thanks in Advance for sugessation.

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3 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 06 September 2016

MCA had clarified long back that even adjourned AGM must be held within the due date prescribed under the Act. Delay in audit is not sufficient ground for delay in holding AGM. If AGM is adjourned in Feb.2016, it willl be non-compliance and application for compounding of offence may be filed.

satya (student) (53 Points)
Replied 10 October 2016

In my opiniom we can take three situations

1.The company is not aware of non compliance till the accounts are audited.
2.Aware of non compliance before the due date for filing AGM
3. Aware of non compliance after the due date of holding AGM but before the accounts are audited.

1. The company is not aware of the non-compliance(i.e., the delay of audit is not a sufficient reason for delay of AGM) before the accounts are audited for the financial year 14 -15.They will wait until the accounts are audited and then file both the provisionals and audited Financial statements...and later they have come to know about the non-compliance then the consequences of not holding the AGM shall apply i.e., 50,000 or 2,500 as the case may be as per sec 96..

2. The company has come to know the noncompliance before the financial statements are audited...and the due date for conducting annual general meeting be say 30th sept..In the above case the accounts were audited on feb 2016..since they are aware of the non compliance before the due date for holding AGM then, make the accounts audited and conduct the AGM within the due date...and file the audited F.S within 30 days or 270 days as the case may be as per sec 403...no need provisional..

3. he is aware of the non compliance after the due date of holding AGM, penalty u/s 96 shall apply...a provisional has been filed with ROC already..since AGM not held..no adoption has taken place..As per sec 403 of companies Act a company may file AOC 4 with in 270 days from the date of annual general meeting..or within the due date of holding AGM with additional fees...hence , since the accounts were audited in Feb 2016 , oct 1st to jan 31 st ..no.of days is less than 270 so..audited financial statements can be filed with additional fees...

In case of any improvements or wrong interpretation kindly comment below..

Augustas (Manager) (45 Points)
Replied 24 November 2016

Sir,
One company conducted AGM on 30/09/2016, but was adjourned as preparation of Financial Statements was not complete then. In AGM provisional financial statements were presented before the shareholders.
In such a situation,
1) Is it necessary to attach boards report with notice of AGM in the absence of audited financial statements.
2) Is it necessary to file AOC-4 for the provisional un-adopted financial statements with the registrar (within one month of AGM)?
If Yes, please advice regarding filling of following fields in Form AOC-4
a) Date of Directors Meeting in which Financial Statements were approved.
b) Date of Directors Meeting in which Board’s Report were approved.
c) Date of signing of Audit Report by Auditor.
d) Whether Auditor’s Report is qualified?.
e) Whether CARO applicable?
(Financial statements are neither signed by auditor nor approved by directors as preparation is not complete.)

Please Advice