Agm held beyond time limit

Mayuri Lal (officer CS) (748 Points)

11 September 2012

Dear Members,

One of the Companys last AGM was held on 28th May, 2011. and we showed the meeting on 4th September, 2012 and filed Form 23B

The problem is such that the gap between last AGM i.e 28 May, 2011 and the next meeting we showed i.e 4th September, 2012 ---- 15 months have expired.

Now what can be done?

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166. Annual general meeting.—

¹[(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:

Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year on its incorporation or in the following year:

Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.]

Procedure to seek extension of time for holding annual General Meeting:

Convene a Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.

· Pass (resolution) after taking decision to make an application to the concerned ROC for extension of time for holding the Annual General Meeting.

If case the shares of the company are listed on a Stock Exchange, the following must be done:-

Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]

If case the shares of the company are listed on a Stock Exchange, the following must be done:-

Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.

The application to the concerned ROC must be made before the expiry of 15 months from the date of the holding of the last Annual General Meeting.

The application must be made in (E-Form 61) with the following attachments.

· Board Resolution passed for the purpose of making the application and also for digitally signing the e-form.

· Detailed application containing the reason for extension and the period for which extension is required

Make the payment of requisite fees prescribed by the Companies [Schedule X] of the Companies Act, 1956.

Fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates.

The DCA has clarified that the liberal policy of granting extensions of time to companies to enable them to call their annual general meetings on the ground that the audit of the account has not been completed or that their account have not yet been compiled or cast for submission to the auditors or for other similar reasons indicating slackness, negligence or deliberate default on the part of the managements or the auditors of companies can no longer be justified. The law contemplates that the permissible interval between two consecutive annual general meetings should not be lightly extended. The Government has accordingly decided that delay in the completion of the audit of the annual accounts of a company should not ordinarily constitute a 'special reason' justifying the grant of extension of time for holding its annual general meeting. Companies are, therefore, requested to take all suitable steps to ensure that their annual accounts are audited in good time so that their annual general meetings may be called within the statutory time-limit.

Regards,

Aditya.