July 25, 2012
Annual general Meeting by a company (AGM Compliance by a Company)
Compliance to be made by a Company:
Annual General Meeting held in accordance with section 166 can be adjourned by filing Form 61 Extension of period of annual general meeting by three months under section166(1) or for Extending the period of annual accounts up to eighteen months under section 210(4).
Section 166(1) of Companies Act:
Under this section every company should hold Annual general Meeting not more than fifteen months lapse of one annual meeting. Provided Registrar may for any special reason extend the time shall be held not exceeding three months. The application should be accompanied by a resolution of the Board of directors giving full information as to why the company is unable to comply with the statutory requirements.
Special Reason: It has not able to prepare the accounts for the period as mentioned in 210(3).
In case of Non Compliance:
In case of non compliance by a company under section 165, every director or other officer to company who is in default shall be punishable with fine extended up to Five thousand rupees.
Compounding of offences under sec. 621 A of Companies Act.
Section 210(4) of Companies Act:
Sub-section 3 (b) of section 210 specifies that the company is required to hold its annual general meeting within six months from the end of the financial year.
Under this section time may extend upto eighteen months where a special permission has been granted by Registrar.
In case of Non Compliance:
In case of non compliance by a company under section 210, any person, being director of a company shall be punishable with imprisonment for a term which may extend upto six months or fine which may extend upto ten thousand rupees or with both.
Contradiction between the provision of section 166 and 210:
Section 166 allows holding of an annual general meeting within fifteen months of the last annual general meeting of the company. While this does not need approval of the Registrar of Companies (ROC), this may at times result in a company not being able to hold the annual general meeting within six months from the end of the financial year as envisaged in section 210(3)(b).
Registrar's powers to grant extension of time under the second proviso to section 166(1) does not become exercisable if the extension sought by the company is for holding the meeting falling within the time-limits mentioned in the said section 166 and is asked solely on the ground that it has not been able to prepare the accounts for the period mentioned in section 210(3).
Filing should be done: (reading 166 & 210 together):
15 months from the date of the last annual general meeting.
The last day of the calendar year.
6 months from the close of the financial year.