Notice of general meeting

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

05 January 2012 Dear Experts;

If a pvt ltd company has in its AOA provision related to Notice of General Meeting that General Meeting Shall be called by giving a Notice of 7 Clear days.

Is here any non comliance on the part of Company?
Now What should be Done?
Do the Company need to alter AOA?
Because company was formed in 2002 and this mistake has been caught now.

please Suggest.

CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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05 January 2012 First of all Articles cannot override Companies Act.

Section 171 clearly says that general meeting can only be held by giving not less than 21 clear days notice.

Otherwise the provisions of shorter notice are to be complied with.

CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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05 January 2012 Amend you articles by passing special resolution and delete this clause.

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CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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05 January 2012 Beg to differ with the Expert.

Sections 171 to 196 apply to general meetings of a public company and of a private company which is a subsidiary of a public company and not to private companies.

Hence Section 171 specifying 21 days notice is not applicable to private company. If the article contains 7 days notice then 7 days notice is to be given. Notice lesser than 7 days will be subject to consent for shorter notice by all the members in case of AGM and in the case of EGM, consent by members holding not less than 95% of paid up capital or 95% of the total voting power, as the case may be.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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05 January 2012 170(1)

Private Company

Articles can provide for GM with short notice and that explanatory statement need not be attached to notice

Public Company

Articles cannot provide for GM with short notice. Explanatory statement must be attached to notice and no relaxation can be given.

Parashar

Parashar (Expert)
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05 January 2012 yes Sanjay Ji private companies are blessed with this privledge thanx for sharing