Dipjyoti Majumdar (CA in service & CS. dipmaj@ rediffmail.com ) (3468 Points)
13 July 2012Friends
Whether a private limited company which is not a subsidiary of a public company can hold its AGM in a place outside the city, town or village where the registered office is situated is often debated as per section 166(2)(b).
Relevant page from Ghosh and Chandratre is attached for your kind perusal. As per the author it is possible. Request your valuable views/ discussion on this please.
Regards
Aarush
(Delhi)
(1566 Points)
Replied 13 July 2012
A private company, which is not a subsidiary of a public company private company) can fix the place for all its AGMs by:-
its articles or
by a resolution passed in an AGM or
by a resolution agreed to by all the members of the company, ie by unanimous consent of all its members.
A private company which is not a subsidiary of a public company may, by any of the three methods, decide to hold its AGM at any place.
Dipjyoti Majumdar
(CA in service & CS. dipmaj@ rediffmail.com )
(3468 Points)
Replied 17 July 2012
Does resolution agreed to by all members mean resolution assented by all members present in the AGM/EGM or by all members as per Register of Members. Please clarify.
Regards,
CS MOHIT SALUJA
(PRACTICING CS Jalandhar 9914558709)
(5155 Points)
Replied 23 September 2012
As per the attched page from a book of Ghosh and Chandratres, it is clear that the Private Limited companies can hold the AGM any where in the country or may be outside the country provided the consent of all the members i.e. share holders has been taken. It may be as follows:
1. Through its Articles of association i.e. In AOA, the is a clause mentioning CLEARLY that the company can hold its AGM anywhere in India and not particularly in the place where the registered office is situated
2. By resolution passed in AGM that the next AGM of next financial year will be held anywhere else outsiede the place where the registered office is situated.
3. Or by taking the consent of all the shareholder. Here it is to be noted that the taking consent not necessarily to be taken by holding AGM or EGM and may be taken otherwise i.e. written consent of all the shareholders since it is "agreed to" by all the members.
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