(a) Every annual general meeting of the company must
be held in each calendar year.
Answer:- Annual General Meeting:-
As per Section 96 of the Companies
Act , 2013,
·
Every Company other than One person
Company must hold a general meeting in each year apart from other meetings as
Annual General Meeting (AGM).
·
Every Company has to set up a
managing Committee to run its smooth working of managerial works.
·
Every Company , apart from One person
Company ( OPC ) must have to hold in addition to other meetings, by giving a
notice about the meeting, not more than 15 months in between the date of AGM to
the next. A Company may hold its first AGM within the period of 9 months from
closing of its first financial year otherwise in other cases within the period
of 6 months. [Section 96(1) of the Companies Act,2013]
As per the above , if a company hold
its meeting, then it has no need to call an AGM in the year of its
incorporation.
However , the registrar may extend
the period within any AGM ( not being the first AGM) shall be held, not
exceeding 3 months under section 96(1).
·
Every AGM shall be called during
business hours ( i.e. 9 a.m. to 6 p.m.) on any day not a national day declared
by the Central Government , and also held I the registered office or in any
place within the city ,village, or town in which the registered office is
situated.
·
According to Section 129(2), at every
AGM board of directors of the company shall lay before the meeting financial
statement for the financial year.
·
Moreover, Section 129(3) says, where
the company has one or more subsidiaries, then they have to prepare in addition
to the statement under section 129(2) a consolidated financial statement and of
all subsidiaries in same format and also present before the AGM of the Company
with the prescribed statement under section 129(2).
·
There is no provision for extension
of 1st AGM but in other cases it can be extended for period of three
months by ROC.[ Second proviso to Section 96 of the Companies Act,2013].
However , if such first AGM is not held, NCLT can order holding of General
Meeting under section 97 of the Act. Application for extension of time should
be submitted electronically in e-form no. 61.
·
After the ending of the financial
year i.e. 31st March, all the auditing processes must be completed within
three-four months. But the AGM must be held within six months from the closing
date of financial year. A notice of 21 days has to be sent to all members. So,
the audited accounts, directors report has to be closed on 31st March and
been posted by first week of September.
·
Business to be transacted:-
As per section 102(2) of the
Companies Act, 2013,the following business es may be transacted during AGM:-
1) Ordinary Business [Section 102(2)], i.e.
a. Consideration of financial
Statements and reports of board of directors and Auditors.
b. Declaration of any Dividend
c. Appointment of directors in place
of retiring one
d. Appointment of and Fixation of the
remuneration of the auditors.
2) Special Business [Section 102(b)], :
Apart from the above businesses , the rest are deemed to be a
Special business , transacted during the AGM.
Annual General Meeting is compulsory
if,
·
Business of the Company was taken
over by Government.
· Company did not function.
·
Accounts of the Company are not
ready.
Defaulting in holding Annual General
Meeting:
If a Company not holding an Annual
General Meeting as per Section 166 , or not complying with any direction of the
Central Government, then the Company and its every officer come in the Category
under section 168 of the Company Act ,2013 and punishable with fine which may
extend to Rs. 50000 and for regular basis it may extend to Rs.2500 for every
day .[ Section 168]
Further , as per section 167 of The
Companies Act ,1956 provides for the power of the Company Law Board (CLB) to
call AGM in the following circumstances:
·
As per section 94, if Company fails
to hold Annual General Meeting, any member of the company can request to NCLT
(powered with CLB) for calling AGM.[ Section 97(1)]
·
The CLB can give any ancillary or
consequential directions which are expedient in relation to the calling,
holding and conducting the meeting. [ Section 167(1)]
·
Apart from the above, CLB also
directs that one member of the company present in person or by proxy, which
shall be deemed to constitute a meeting.
·
A general meeting held as per the
direction of the CLB, deemed to a n annual general meeting of the company.
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