18 November 2010
please advice me the following query?
Directors of WOS are situated out of India and not able to come India for the purpose of AGM. As this is a WOS, Shareholders of the Company are one is holding company and other one is nominee shareholder. Nominee shareholder has sent a proxy to attend the meeting and holding Company has authorized sm1 as a representative of the Company to attend the AGM. In this case who can be the Chairman of the meeting(since both are proxies)...and who will sign the proceeding of the minutes?
In my opinion u cant transact any business at the AGM of this Company in the absence of a valid quorum.
Section 174 of the Companies Act, 1956 provides that unless the Articles of the Company provide for a higher number, the valid quorum in case of a GM will be:
1. In case of a Public Company - 5 members personally present,and
2. In case of any other Company - 2 members personally present.
In your case presence of only one member can be coounted and that of the Holding Company through its auhtorised representative.
Since no quorum is present, no business can be transacted at the AGM of the Company.
Thanks for your kind reply. In this case quorum is present by: 1) Nominee Shareholder (is the Director and sent a proxy in India to attend the AGM) 2) Authorised representative.
My question, who can be chairman of the meeting. Because Directors are not attending the meeting.
Can proxy or authorised representative be the chairman of the company. do they have right to sign the proceedings of the AGM.
I request you to kindly go through the provisions of section 174, proxy is not counted for the purpose of quorum and what is required is the physical presence of the member.
In your case...Nominee Shareholder who is also a Director of the Company has appointed a proxy to attend the AGM and since proxy is not counted for ascertaining the quorum, how can there be a valid quorum in your case????????
You are absolutely right, in this case no quorum is present and if no quorum no AGM. But we can hold Adjourned GM with One Member. So with the present of Authorised representative we can hold a AGM. So,can he sign the proceedings of the meeting being a chairman of that meeting?
19 November 2010
Yes...as per section 174 in case, even at the adjourned meeting requisite quorum is not present, the members present shall be the quorum for the meeting.
In your case, the Authorised Represenative will act as the Chairman of the meeting and will be authorised to sign the minutes of the GM of the Company which he has chaired!
CAclubindia
