Dipjyoti Majumdar (CA in service & CS. dipmaj@ rediffmail.com ) (3468 Points)
03 August 2011Friends
The AOA of a private limited company stipulates that for holding AGM giving 14 days notice is sufficient. Is this clause a valid one when section 171 prescribes 21 days ?
There is a view taken by the Thinktank of the company that this AOA has been approved by the ROC , its a public document.
I have a doubt.
Regards,
valji
(Accounts manager-MBA)
(2150 Points)
Replied 03 August 2011
AOA is a internal documement of the company not a public document for private limit company
CA ADITYA SHARMA
(CA IN PRACTICE )
(16719 Points)
Replied 03 August 2011
| Originally posted by : valji | ||
 |
AOA is a internal documement of the company not a public document for private limit company |
 |
agreed
RAGUL
(TRAINEE)
(66 Points)
Replied 03 August 2011
It is not vioaltion. Articles can very well define the working of the Company. So the 14 days notice is valid
Amit Surase
(C.S, L.L.B)
(81 Points)
Replied 03 August 2011
pl ref sec 170 of comapnies act which provides under caluse 2 of sub sec 1"unless the articles of the
company provides"
RG - A Helping Hand
(Company Secretary)
(13867 Points)
Replied 03 August 2011
Hi,
This is to inform you that AOA and MOA are very much a public document and there is no doubt at all.
Further regarding 14 days notice for AGM I would like to submit as follows:
Position regarding public company
AOA of the company cannot overrule the specific provisions of the company Act, 1956. Regarding Length of notice section 171 is too specific and talks about 21 days clear notice. Hence provision in the AOA which requires 14 days notice is totally invalid in case of a public company. The above opinion is also supported by section 170(1)(i).
Position regarding private company
Kindly refer section 170(1)(ii), provisions of company act shall apply, unless otherwise provide in the AOA. So if the provisions of AOA are different in the private company for section 171 to 186, provision of AOA shall prevail over company act, 1956.
Conclusion
In your private company case 14 days notice for AGM is valid.
Regards
RG
ravindranth
(company secretary)
(114 Points)
Replied 04 August 2011
The views expressed by Richank is correct.
RG - A Helping Hand
(Company Secretary)
(13867 Points)
Replied 04 August 2011
| Originally posted by : ravindranth | ||
|
|
The views expressed by Richank is correct. |
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Thank you sir...
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