Statement for adjourned AGM

Here are the standard drafts required for filing Form AOC-4 when the financial statements are adopted in an adjourned AGM.

1. Draft Statement of Facts and Reasons

(To be printed on the Company’s Letterhead)

STATEMENT OF FACTS AND REASONS FOR NOT ADOPTING THE FINANCIAL STATEMENTS IN THE ANNUAL GENERAL MEETING (AGM)

To,

The Registrar of Companies,

[City/State Name]

Sub: Filing of Un-adopted/Adoption of Financial Statements in Adjourned AGM for the Financial Year ended 31st March, 20[XX]

Dear Sir/Madam,

In connection with the filing of Form AOC-4 for [Company Name] (CIN: [Insert CIN]) for the financial year ended 31st March, 20[XX], we wish to state the following facts and reasons regarding the adoption of the financial statements:

1. Scheduled AGM Details: The Annual General Meeting (AGM) of the Company was duly convened and held on [Original AGM Date] at the registered office of the company to consider and adopt the Audited Financial Statements, Board’s Report, and Auditor’s Report for the financial year ended 31st March, 20[XX].

2. Reasons for Non-Adoption at Original AGM: Due to [Specify the actual reason, e.g., the final signatures from the statutory auditors were pending / certain clarifications were required on the notes to accounts / lack of requisite quorum for adopting the accounts], the Audited Financial Statements could not be considered and adopted by the members at the said meeting.

3. Adjournment of Meeting: Consequently, the Chairman, with the consent of the members present, adjourned the AGM to be held on [Adjourned AGM Date] at the same time and place for the specific purpose of considering and adopting the said financial statements.

4. Adoption in Adjourned AGM: The adjourned AGM was successfully held on [Adjourned AGM Date], wherein the members of the Company considered and unanimously adopted the Audited Financial Statements along with the Auditor's Report and Board's Report for the Financial Year ended 31st March, 20[XX].

Therefore, the Company is filing the adopted financial statements within 30 days of the adjourned AGM as per the provisions of Section 137 of the Companies Act, 2013.

Thanking you,

For [Company Name]

(Signature)

[Name of Director]

Director

DIN: [Insert DIN]

Date: [Insert Date]

Place: [Insert Place]

2. Draft Board Resolution

(To be printed on the Company’s Letterhead)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE OF BOARD MEETING] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS].

"RESOLVED THAT pursuant to the provisions of Section 137 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder, the Statement of Facts and Reasons for not adopting the Audited Financial Statements of the Company for the financial year ended 31st March, 20[XX] at the original Annual General Meeting held on [Original AGM Date] be and is hereby approved.

RESOLVED FURTHER THAT the Financial Statements as adopted in the Adjourned Annual General Meeting held on [Adjourned AGM Date], along with the Form AOC-4, be filed with the Registrar of Companies (ROC).

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign the said Statement of Facts and Reasons, digital certificates, and upload Form AOC-4 with the Ministry of Corporate Affairs portal, and to do all such acts, deeds, and things as may be necessary to give effect to this resolution."

For [Company Name]

(Signature)

[Name of Director]

Director

DIN: [Insert DIN]

Date: [Insert Date]

Place: [Insert Place]

Important Compliance Note

Under Section 137(1) of the Companies Act, 2013, if the financial statements are not adopted at the AGM, un-adopted financial statements must be filed within 30 days of the AGM. Once they are adopted in the adjourned AGM, the adopted financial statements must be filed within 30 days of such adjourned AGM along with this statement of facts.