I have a query. My company is a private co., which is a subsidiary of two mauritian entities. We are to conduct AGM of our company in the next month. Now since both the shareholders of the company are foreign co.s thrfore they appoint representatives on behalf of them to attend AGM and those representatives are usually the directors of the Company only. Now the thing is as per the routine practice here the company mostly do AGMs at shorter notice..rather on the same day of BM in which accounts are approved. morning they do the BMs n evening they do AGM. Now for this the Company usually e-mail the notices of AGM to the shareholders abroad and form 22A (consent of Shorter notice) are usually sent to the reprentatives here only and duly signed by them only. So my first question is Shouldnt the company POST the notices to representatives or deliver by hand?? rather than jus mailing them...??
Secondly, can the representatives sign Form 22A on behalf of shrholders or the Shareholders are only suppose to sign them??? Does representatives have the power or authority to give consent for the shorter notice.????
11 August 2010
1. Your doubt is correct. E-mail is not recognised for service of notice to shareholders. Kindly refer section 53 for service of notice. Read it carefully as it is very imp section.
2. Corporate representative have all the powers of a shareholders including the power of appointing proxy and sign form 22A as mentioned by you. Kindly refer section 187(2) regarding the same.
12 August 2010
Thnks Ankur for clearing the doubt. Now just that if you could tell me that if I can deliver the notices by hand to the representative shareholders...as I told you that they are usually the directors of the Company only.. and always available in the office??? or will I have to post it to them only at their respective addresses???
12 August 2010
You can send the notices either personally or by post. In your case if they are avialble in the company premises you can serve the notices personally.Kindly refer this matter in Sec.53(1).
There another thing I am confused with. BM and AGM are gonig to happen on the same day, as I told above, The audited accounts and the reports will be approved in the BM itself.. but since the AGM is suppose to happen at shorter notice and that too on the same day of BM itself then in wat way and how will I approve the notice of AGM?? wil I be approving it in the same BM. But consent of shorter notice in Form 22A wil be obviusly received before the day of BM only so how i wil go with the notice of AGM thing in the BM??
13 August 2010
YOu may show as Notice was given by the Members at the start or before Board Meeting. And than in same meeting approve the Notice.
Kindly Note in the Board Meeting only draft Notice is placed and approved before the Board and one or more directors are authorised to finalise the same.
CAclubindia
