In today’s edition of Dinamalar there is a report on warning given by the Registrar of Companies, Coimbatore to the Companies which have not filed annual accounts with the office of the Registrar of Companies. While addressing Investors Awareness Programme conducted by ICAI and ICCI at Coimbatore he elaborately explained the rights of stakeholders and the duty of the companies in presenting accounts to the shareholders, conducting meetings, voting rights of shareholders and the corporate governance in general.
It will be shocking to many to know that Coimbatore Stock Exchange Ltd, whose day to day affairs are managed by SEBI appointed committee for which ROC Coimbatore is the chairman, is the company which is not following any of the corporate governance practice. Eversince the Committee was appointed in 2006 to manage the day to day affairs, the company was a regular defaulter in complying with Company law provision for conducting Annual General Meeting(AGM) on time. For the past three years the Company could get the extension of time to conduct AGM. For the year ended 31st March, 2009 the company has so far not conducted its AGM which ought to have been held on or before 30th September. The application seeking extension of time has been rejected by the office of the Registrar of Companies ( Since, it seems, the applicant is the ROC himself, the rejection letter has been signed by the Assistant Registrar of Companies).
The Company is having six elected directors. Perusal of the Annual Report of the Company shows that none of the directors have any access to any records for the past three years eventhough directors are elected by members every year at AGM. The auditors report of the Company shows many deficiencies which is reflected in the qualification in the Audit Report. Have you ever come across a company whose directors are not shown any record pertaining to the company?. It is reliably learnt that for the past three years the members wanted to know full details on the accounts and raised various questions during AGM. None of the Committee Members could answer anything eventhough they are supposed to be in charge of day to day management of the Company. During the last AGM held on December, 2008 none of the Committee Members attended the AGM. When questioned by directors they have understood to have replied that it is not obligatory on their part to attend AGM!!
When directors are not shown any record, when all the details are known only to the Committee, when shareholders want information to pass the accounts, are the Committee members justified in not attending the meeting? Wherefrom the members will get information? Due to this reason the accounts were not passed by the members for the past three years. This is the sorry state of affairs of a company in which the ROC is heading the day to day management.
Our request to ROC of Coimbatore - Be a Preacher but don’t be a Breacher (or go behind the Breachers)
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