Notice for agm

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VIPIN KUMJAR (Querist)
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12 November 2012 A company has signed his Balance Sheet on 21-Sep-12 and want to held AGM on 29-Sep-12. Can a company do this?

Because there is a requirement of 14 days clear notice to hold an AGM and also to send agenda with the notice. So if balance sheet is not signed before 21 days to proposed date of AGM, how can a person send a notice to hold AGM and write 'discuss the auditted balance sheet' as one of agenda therein?

Ajay Mishra

Ajay Mishra (Expert)
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20 November 2012 Hi

Yes, you can call AGM by shorter notice.

Calling of a general meeting at shorter notice
Section 171(2) of the Act, provides that a general meeting of a company can be called by giving shorter notice of less than 21 days, subject to the fulfillment of the following conditions:—
(i) In the case of an annual general meeting, it should be consented by all the members entitled to vote thereat; and
(ii) In the case of any other meeting of members, it should be consented by members holding not less than 95% of the paid-up share capital, having a right to vote at the meeting. In the case of a company not having a share capital, the proposal must be approved by members holding not less than 95% of the total voting power.
Members shall give their consent in the prescribed Form 22A for convening a general meeting by shorter notice. The consent shall be obtained from the members entitled to attend the meeting either before or at the time of the meeting.

Sub-section (2) of section 171 is mandatory and consents means 'consent of members entitled to attend and vote' and 'not of members entitled to vote and present'. [N.V.R. Nagappa Chettiar v Madras Race Club (1949) 19 Comp Cas 175 (Mad)].
Even though consent of shareholders to shorter notice for meeting at which a special resolution is passed, is not obtained prior to meeting, the consent obtained thereafter would validate the resolution. [Parikh Engg. & Body Building Co. Ltd., In re (1975) 45 Comp Cas 157 (Pat)].
Shareholders may validate by post consent a resolution passed at a meeting called on a shorter notice. [Self Help (P) Industrial Estate (P) Ltd., In re (1972) 42 Comp Cas 605 (Mad)].