ABC Ltd. called an Annual General Meeting on 17th December 2019. As the quorum was not present on that day, the meeting was adjourned and the adjourned meeting held on 8th July, 2024. No other AGM was held in 2024. Can t

Section 96 of the Companies Act, 2013 (Act) prescribes that every company other than a One Person 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. Further, the 3 rd proviso to Section 96(1) provides that the Registrar of Companies may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. Further, Sec 99 of the Act, inter alia provides that if any default is made in holding a meeting of the company in accordance with section 96, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. Accordingly, the company was required to hold at least one Annual General Meeting each year and the failure to do so has resulted in default on part of the company as well as every officer of the company who is in default and therefore the company and its officers in defaults are liable to be prosecuted in accordance with Section 99 of the Companies Act, 2013.