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natrajan (professional)     02 February 2011

Annual General Meeting

Recently I joined as a Director of a listed company. The company is presently registered with BIFR as a sick company. Due to non compliance with listing agreement, presently the trading of the shares of the company stands suspended. The company held its last AGM on 30.9.2008 for the year 2007-2008. Even though the notice for the next AGM for 2008-2009 convening the meeting on 30.9.2009 was printed and the Directors report signed along with the Auditors Report, the company did not dispatch the same to the shareholder and no meeting was actually held on 30.9.2009 due to unavoidable circumstances.  However, the company filed Form 23AC and Form 20B with the ROC and while filing the same electronically in the column whether AGM was held it inadvertently punched as held and the date was mentioned as 30.09.2009. Thus as per the records of ROC, the AGM had been held, while actually it is not so.

          The subsequent AGM for the year 2009-10 has not been held so far and no extension has been taken from the ROC for holding the meeting. During this period the company’s office was sealed and de-sealed for a couple of months pursuant to an Order passed by the High Court Delhi in a winding up petition. This led into delay in retrieval of records and finalization of Books of Accounts. This period also witnessed exodus of senior level employees and absence of Company Secretary.

 

How the company should proceed further and compliance of laws can be adhered to?



Learning

 3 Replies

Rohit Agarwal (Company Secretary)     08 February 2011

First of all you should seek extension of time for holding the Annual general Meeting. You can attach copy of the High Court order supporting your claim for extension.

natrajan (professional)     08 February 2011

Rohit,

It seems you have not gone thru my query properly.

What about 23AC and 20B which has been filed with ROC punching therein that AGM held on 30.09.2010?

Ram K (Manager)     08 February 2011

 

Dear,

This case comes under the compulsory winding up under the order of the court. The order may contain the particulars and time bound for completion. Hence, the court will appoint office liquidator under this circumstances. Meanwhile, the company needs to fulfill the statutory formalities to close smoothly.

 


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