DELAY IN AGM DUE TO DEMERGER

XYZ PVT LTD TRANSFERRED ITS INVESTMENT BUSINESS UNIT TO ABC PVT LTD BY WAY OF DEMERGER WEF 01/04/2020.

DATE OF ORDER OF NCLT APPROVING THE SCHEME OF DEMERGER - 30/03/2022

APPOINTED DATE AS PER ORDER OF DEMERGER - 01/04/2020

FINANCIAL STATEMENTS FOR FY 2020-21 WERE SIGNED ON 30/03/2022 AFTER RECEIVING ORDER OF DEMERGER

QUESTIONS - 

1. Whether board meeting to approve accounts and AGM to approve accounts can be held on the same day (30/03/2022) ?

2. Whether any fine / penalty is to be paid in addition to late filing fee for MCA forms ?

3. How can the AGM be held on 30/03/2022 (What resolutions, Adjournments etc, are required ?)  ? Due date was 30/11/2021 as per extension notification by MCA.

Replies (2)
Quick Summary
This discussion addresses the complexities of holding an Annual General Meeting (AGM) following a demerger, specifically concerning XYZ PVT LTD transferring its investment business to ABC PVT LTD. The NCLT approved the demerger scheme on 30/03/2022, with an appointed date of 01/04/2020, leading to financial statements for FY 2020-21 being signed on the same day. Key questions revolve around holding the board meeting and AGM on the same day, potential penalties beyond late filing fees, and the procedural requirements for conducting the AGM post-demerger, considering the original due date was 30/11/2021.

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AGm May be held at shorter notice but at least reasonable time to be given ,if demerged entity is WOS then ya it can be held on same day subject to confirmation by majority of members ,yes late filing fees for AOC 4 / MGT 7 applicable,For AGM beyond the deadline condonation should be made with all justifications to MCA/RD

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