Annual General Meeting and Due Date

As per Section 166 of the Companies Act, 1956 not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next. Further the same can be extended for a further period of 3 months with the approval of the Registrar of Companies. A Co. Ltd. has convened an Annual General Meeting. The said meeting is adjourned for some reason.  Now, the Queries are:

1. For the purpose of calculating the 'due date' for the next AGM, whether the period of 15 months shall begin from the date of original AGM or from the date of the adjourned AGM?

2. Which date shall be treated as the AGM date --- (a) the date on which 'notice' is sent; or (b) the date on which AGM was held... for the purposes of Form 23AC...?

Sub-Section (1) of Section 166 of the Companies Act, 1956 reads as follows:

“Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:

Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year;

Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.”

In T.V. Mathew v. Nandukkara Agro Processing Co. Ltd., [2002] 108 Comp Cas 130 (Ker), it was held that “It is a statutory requirement that every company should hold an annual general meeting in every year… There is no provision in the Act for deferring the annual general meeting and an AGM has to be held within the time and manner prescribed in the Act.”

In M.D. Mundra v. Asst. Registrar of Companies, [1980] 50 Comp Cas 346, the Calcutta High Court, with reference to annual general meeting, has held that the adjourned annual general meeting was nothing but a continuance of its earlier meeting.”

It is pertinent to note that Section 166 of the Companies Act, 1956 speaks about holding an AGM but not about its conclusion or otherwise for the purpose of calculation of due date of the next AGM. Since, an adjournment of a meeting is nothing but continuing the same meeting on a different day, the period of 15 months for the next annual general meeting shall begin from the date on which the original annual general meeting was held.

Accordingly, Query No. 1 is answered.

The relevant portion of the Sub-Section (1) of Section 220 of the Companies Act, 1956 reads as follows:

“After the balance sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar within thirty days from the date on which the balance sheet and the profit and loss account were so laid, or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of this Act, –"

It is abundantly clear from a cursory reading of the provision that for the purpose of filing Form 23AC with the Registrar of Companies, the count of 30 days shall begin from the date of AGM on which the balance sheet and profit and loss account were laid. In the above case, if the annual financial statements were laid before the company at original AGM, then the count of 30 days for filing Form 23AC shall begin from the date of original AGM. If the annual accounts were laid before the company at the adjourned AGM, then the count of 30 days for filing the Form 23AC with the Registrar shall begin from the date of such adjourned AGM.

Accordingly, Query No. 2 is answered.