Section 136 of the Companies Act 2013 and its implication on the timeline within which the board meeting for adoption of accounts to be held for the financial year 31st March 2014

[Unnikrishnan P S]

Dear Friends,

 

    A private limited company is proposing to hold its board meeting for adopting the accounts on 22nd September 2014. The notice for the said board meeting would be circulated on or before 14th August 2014.

 

The company is compliance with the provisions of the act of holding the meeting without a gap of more than 120 days between two meetings. 

 

Now the query is, as per Section 136 of the Companies Act, 2013, it is mentioned that we have to circulate the copy of the audited financial statement along with the auditor’s report and other relevant attachments to the members not less than 21 days prior to the general meeting. That means the Company has to conduct the board meeting atleast 23 clear days prior to the AGM to be compliance with the Section.

 

As per the recent circular from the Ministry on the maintenance, preparation, adoption and filing of the financial statement and related attachment, it was stated that all financial statements pertaining to period prior to 1st April, 2014, shall be governed by the Companies Act, 1956. Considering the above circular, would request your views as to whether the Company can follow the provisions under Section 219 of the Companies Act, 1956, wherein it is stated that if 21 days clear notice is not given, then it shall be deemed to have been sent, if the same is agreed upon by all the members entitled to vote at the meeting.

Now the issue is, on a conservative reading of the circular, it only refers to the adoption and reporting which is like the annual return and annual report including the director’s report / compliance certificate etc.  Hence would also request your inputs on the fact that if the relevant section136 and also the section where the notice of shareholders meeting to be given to auditors under section 146 could have been kept in abeyance.

Please provide your views at the earliest on the same.

 

​

Regards,

Unnikrishnan P S

Small opportunities are often the beginning of great enterprises

 

 

 

 

 

 

[BINDU MADHAVA]

Section 136(1) starts with the word "Without prejudice to the provisions of Section 101" itself clarifies your query

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Regards
Bindu Madhava K G

[gbalajiacs]

Dear friend,

Conduct of AGM or Board Meeting should be done in accordance with companies act 2013.

Clear 21 days notice before AGM is must.

Please do not mingle the MCA circular on financial statements with AGM provisions.

Regards
G Balaji
Learn to Love; Love to Learn.

Unnikrishnan P S <unnikris...@gmail.com> wrote:

Dear Friends,

 

    A private limited company is proposing to hold its board meeting for adopting the accounts on 22nd September 2014. The notice for the said board meeting would be circulated on or before 14th August 2014.

 

The company is compliance with the provisions of the act of holding the meeting without a gap of more than 120 days between two meetings. 

 

Now the query is, as per Section 136 of the Companies Act, 2013, it is mentioned that we have to circulate the copy of the audited financial statement along with the auditor’s report and other relevant attachments to the members not less than 21 days prior to the general meeting. That means the Company has to conduct the board meeting atleast 23 clear days prior to the AGM to be compliance with the Section.

 

As per the recent circular from the Ministry on the maintenance, preparation, adoption and filing of the financial statement and related attachment, it was stated that all financial statements pertaining to period prior to 1st April, 2014, shall be governed by the Companies Act, 1956. Considering the above circular, would request your views as to whether the Company can follow the provisions under Section 219 of the Companies Act, 1956, wherein it is stated that if 21 days clear notice is not given, then it shall be deemed to have been sent, if the same is agreed upon by all the members entitled to vote at the meeting.

Now the issue is, on a conservative reading of the circular, it only refers to the adoption and reporting which is like the annual return and annual report including the director’s report / compliance certificate etc.  Hence would also request your inputs on the fact that if the relevant section136 and also the section where the notice of shareholders meeting to be given to auditors under section 146 could have been kept in abeyance.

Please provide your views at the earliest on the same.

 

​

Regards,

Unnikrishnan P S<span style="font-size:10pt;font-famil

[Unnikrishnan P S]

Dear Friend,

   Even though we have the option to conduct the AGM at shorter notice as per Section 101, with Section 136 compliance, shorter notice agm would not be possible right.

Thanks and Regards,
Unnikrishnan
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