The last AGM of a public company was held in the year 1989. In 2009, 2 persons who were directors in 1989 appoint two more of their close relatives as Additional Directors. Thereafter they get the accounts finalized, approved, authenticated. Thereafter the accounts were audited by another audit firm and were adopted at the AGM held in 2007. The audited financial statements have been prepared with 1988-89 as the previous financial year and 2007-08 as the current FY.
- Can we say that the 2 persons who were directors in 1989 would continue as such despite no AGM/BM having been conducted between the years 1989 and 2007?
The very first Board Meeting was in 2007, after a gap of almost 18 years. It was held on 30/03/2007.
- Is the appointment of additional directors valid? More so when the 2 new directors are close relatives. More so when the AOA stipulates a minimum of 4 directors.
- Whether the Auditors who had signed the financial statements as at 30/06/1989 would continue in office taking into account the fact that no AGM was held, until the one held in 2007?
4. Whether the new auditors have been validly appointed, given the fact that no vacancy has arisen, leave alone a casual vacancy and prior to the AGM held in 2007, no general meeting was called and held.
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