22 July 2014
The Company has already sent out the Notice to its members calling the AGM of the Company with a facility to the members to electronically vote on the resolutions. The Notice included an item for approving related party transactions.
In this regard the MCA vide its Companies 5th (Removal of Difficulties) Order dated 9th July, 2014 amended the definition of related party under the Companies Act, 2013. Due to such amendment certain persons fall out of the definition of related party and accordingly the approval of the members would not be required for transacting with such parties.
Query
Can the Company modify its resolution in the Notice to give effect to the aforementioned amendment in law considering that the notice has already been served and e-voting is due to start in a day or two?
As per my understanding the relaxation provided by the Ministry is applicable from the date of 9th July, 2014. Yes you can amend the notice but the question is how?
In case of amendment of AGM notice you have to again comply with section 101 regarding 21 days’ time limit. In your case modification will be a substantial modification and proper information shall be shared with the shareholders. Sir as per my advice gets in touch with a professional firm. This is the right case for legal opinion keeping in view the cost involved.
Basically this is not gonna be a corrigendum but contains a major change in the resolution so according to me fresh notice with 21 days gap would be required.
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