13 February 2013
Section 166(2) inter alia states that every annual general meeting shall be called on a day, which is not a public holiday. It has been clarified by the Department vide Circular F. No. 8/23/(166)/69-CL-V that section 166 of the Companies Act deals with the actual period during which the annual general meeting is to be held. Sub-section (2) states that every annual general meeting shall be held on a day that is not a public holiday and this provision is mandatory. If the provision of section 166(2) are to be considered as 'merely regulatory' as suggested "shall be called" used in the section will ceased to have any meaning.
According to section 2(38) of the Companies Act, 1956 'public holiday' means a public holiday within the meaning of the Negotiable Instruments Act, 1881. Further, proviso to section 2(38) enacts that a day declared to be a public holiday by the Central Government shall not be a public holiday in relation to any meeting provided the declaration of holiday was notified after the issue of notice of convening such meeting. Provided that the holiday declared by banks for closure of half yearly accounts under the Negotiable Instruments Act, shall not be considered as a public holiday for the purpose of holding an annual general meeting.
13 February 2013
Adjourned annual general meeting may be held on a public holiday:
The Department has vide Circular File No. 8/16(1)/61-PR stated that there is no contravention of section 166(2) if the adjourned annual general meeting comes to be accidentally held on a public holiday.
13 February 2013
But sir, the section nowhere states that if the meeting is held on a public holiday, it will be invalid.
Suppose if an AGM is held on a public holiday and it is attended by majority of shareholders and important business like director appointment, auditor appointment, declaration of dividend, etc is transacted and the meeting gets concluded. So, does the meeting and all such business transacted stands invalid.
CAclubindia
