Shorter Notice Consent for AGM consfusion
This query is : Resolved
19 April 2023
Hello All,
A company did its AGM on shorter notice and got consent from two shareholders/members out of four who holds more than 95% of shares of the Company.
So that shorter notice consent is valid or need to take consent from all four shareholders/members of the Company ????
Because somewhere mention:
The provisions of section 101 now mandate the consent of 95% of members
entitled to vote in case of any general meeting. Hence, the number of shares held
are immaterial. Companies (Amendment) Bill, 2016 proposes to substitute the
above proviso with the following to restore the earlier proviso:
“Provided that a general meeting may be called after giving shorter notice than
that specified in this sub-section if consent, in writing or by electronic mode, is
accorded thereto—
(i) in the case of an annual general meeting, by not less than ninty-five per
cent. of the members entitled to vote thereat; and
(ii) in the case of any other general meeting, by members of the company—
(a) holding, if the company has a share capital, not less than ninty-five
per cent. of such part of the paid-up share capital of the company
as gives a right to vote at the meeting; or
(b) having, if the company has no share capital, not less than nintyfive per cent. of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled to vote only on
some resolution or resolutions to be moved at a meeting and not on the others,
those members shall be taken into account for the purposes of this sub-section in
respect of the former resolution or resolutions and not in respect of the latter.”
A company did its AGM on shorter notice and got consent from two shareholders/members out of four who holds more than 95% of shares of the Company.
So that shorter notice consent is valid or need to take consent from all four shareholders/members of the Company ????
Because somewhere mention:
The provisions of section 101 now mandate the consent of 95% of members
entitled to vote in case of any general meeting. Hence, the number of shares held
are immaterial. Companies (Amendment) Bill, 2016 proposes to substitute the
above proviso with the following to restore the earlier proviso:
“Provided that a general meeting may be called after giving shorter notice than
that specified in this sub-section if consent, in writing or by electronic mode, is
accorded thereto—
(i) in the case of an annual general meeting, by not less than ninty-five per
cent. of the members entitled to vote thereat; and
(ii) in the case of any other general meeting, by members of the company—
(a) holding, if the company has a share capital, not less than ninty-five
per cent. of such part of the paid-up share capital of the company
as gives a right to vote at the meeting; or
(b) having, if the company has no share capital, not less than nintyfive per cent. of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled to vote only on
some resolution or resolutions to be moved at a meeting and not on the others,
those members shall be taken into account for the purposes of this sub-section in
respect of the former resolution or resolutions and not in respect of the latter.”
19 April 2023
Yes, shotter notice consent is valid.
02 May 2023
yes shorter consent notice stands correct as consent is required of the members who are entitled to vote subject to the provision of section 101 (1)- proviso
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