The directors of XYZ Limited are responsible for calling a general meeting and having failed to call such a meeting and thereby contravened section 166 of the Companies Act. They however preferred to file annual return w

The directors of the company are responsible for calling a general meeting and having failed to call such a meeting, and thereby contravened Section 166 of the Companies Act, 2013. So, they cannot be permitted to take advantage of their own wrong and then plead that they could not file the annual return because no meeting was called. Moreover, Section 92(4) of the Companies Act, 2013 specifically requires that even where no annual general meeting is held in any year, the company shall still file its Annual Return with the Registrar of Companies within 60 days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting. Hence, it is clear that holding of an annual general meeting is not a condition precedent to filing of annual return.