My Query is placed below. 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.

Section 136- Right of member to copies of audited financial statement.

Posted By: Unnikrishnan p s 10 year(s) ago