10 January 2012
a listed company has sent notice of AGM held on sept 30, 2011 around sept 22, 2011 as the accounts were printed only around sept 21, 2011. the proof reading process was completed around sept 15, 2011. the MD has informed that the notice was actually sent on Sept 8, 2011 & has a proof of cert. of posting of that date. It has been proved through various internal correspondences that the printed accounts were not ready till sept 21, 2011.since the notice is short by the required no. of days u/s 171 the meeting is invalid in law. if it is proved that the MD has made a misstatement what remedy would lie against the MD? Also the resolutions passed in the invalid AGm are bad in law & have deemed not been passed. Thus the adoption of accounts, appointment of new auditors in place of retiring auditors, reappointment of retiring directors would also be bad in law. Is the understanding correct? The matter has also been referred to the ROC. Please provide suitable replies for the same.
First of All I would Like to tell you that Provisions of Section 171(2) are Directory not Mandatory as provided by Bombay High Court in a Case.
Second the Proceedings in the Meetings are not invalid and When All the Shareholders are present in the meeting indirectly by their Conduct they have given acquiescence for the meeting at Shorter Notice.
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