Annual general meeting with shorter notice

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 August 2010

Hi Nidhi,

YOUR FIRST QUERY

For holding AGM on shorter notice 100% consent is required. Refer section 171(2)(i).

1. Yes we can hold the BM and AGM on the same day after complying shorter notice provisions.

2. Keeping in view good secretarial practice and administrative convenience it is advisable to add the shorter notice contents in the minute’s commentary.

3. You may also get them signed on the date of AGM itself. When you are taking the route of shorter notice then there is no need to send shorter notice forms through post. It is a bit illogical.

YOUR SECOND QUERY

Not possible to hold AGM. Refer section 171(2)(i).

Wait for other opinions.

Best Regards

2 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 August 2010

Hi,

To download sample shorter notice consent form 22A kindly click the link below:

/forum/download-corporate-law-professional-files-70021.asp

Regards

NIDHI KAPOOR (sxacacac) (82 Points)
Replied 19 August 2010

Hi Ankur,

Sec 53 of the act says that no notice need to be given to a member who has not given his address in india in a general meeting.

If we do not have the communication address of our foreign shareholders (two) in india in that case will we not be able to send notice of the AGM to the same thereby not recieving their consent either .

Or this sec relates to general meeting other than annual general meeting?its not been specified.

please advise

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 August 2010

Hi,

You are misinterpreting section 53. It is nowhere mentioned in section 53 that no notice need to be given to a member who has not given his Indian address for service of notice etc.

Section 53(3) is available to deal with a shareholder who has no registered address in India and has not supplied to the company an address within India for the giving of notices to him.

Further section 53 (3) is just providing relief against section 171(1). But as per my opinion you cannot take the shelter of section 53 (3) advertisement to handle shorter notice provision u/s 171(2)(i) which are very specific in nature keeping in view the intention of law.

Section 53 is for service of notice for different purposes and includes service of notice of AGM etc

Regards

NIDHI KAPOOR (sxacacac) (82 Points)
Replied 19 August 2010

Again ,to be specific pls see notes under sec 53 of Ramaiya there you will clearly find this line that says no notice need to be given to a member who has not given his address in india.

Regards,

CS Nidhi

Neha Gupta (PCS) (377 Points)
Replied 19 August 2010

If Foreigners are Shareholders and its a unlisted company it means they are members of the Company some address must be given in the members registers maintained by the Company and further Section 53(1) says.

A document may be served by a company on any member thereof either personally, or by sending it by post to him to his registered address, or if he has no registered address in India, to the address, if any, with in India supplied by them to the company for the giving of notices to him.

Now in my opinion this “if any” stands, if no address in India is provided by them, the consent for shorter Notice can only be taken for rest of shareholders of the Company, even if 100% consent is not received.

And yes it is possible to conduct the B.M. for A.G.M. and A.G.M. at the same day even after a gap of half an hour.

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 August 2010

Originally posted by : PCS Neha Gupta
	Now in my opinion this “if any” stands, if no address in India is provided by them, the consent for shorter Notice can only be taken for rest of shareholders of the Company, even if 100% consent is not received.

Disagree with learned member but it's perfectly all right.

With this interpretation i can easily play with my NRI shareholders...certainly not the intention of law.

I will repeat--- as per my simple understanding section-53 can not affect section-171(2)(i) bcoz it is specific and totally unconnected with sub-section (1) as far as procedure at a General Meeting is concerned.

Section-53 is all about service of notice to shareholders and can not modify the procedures to be adopted at a GM. For example this NRI address problem cannot be claimed against other provisions like quorum etc. This is my personal view which is based on the arguments raised by ROC and judges.

Thanks

Neha Gupta (PCS) (377 Points)
Replied 19 August 2010

Very Sorry for wrong interpretation and Thanks for correcting me Sir Ji...

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 20 August 2010

Originally posted by : PCS Neha Gupta
	Very Sorry for wrong interpretation and Thanks for correcting me Sir Ji...

Hey...Neha sorry mat bol yaar...It was just a simple interpretation from my side which is subject to discussion by learned members like you....So keep interpreting the things...

Cheers !!!

Kalpesh Chauhan, (Tax Assistant (Accounting Technician CA FINAL CS PROF. PROG. B.Com)) (8311 Points)
Replied 22 August 2010

Thank you Ankur Sir for the solution.......

Bhoop Singh (Assistant Manager- F.& A.) (25 Points)
Replied 23 May 2012

tell me all in Ltd Company According rotation rule 1/3 director retire can i will file eform 32 ?????? every year

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 May 2012

No need to file any form for rotational retirement if you re-appoint them in the same general meeting.

The concept of Rotational retirement is applicable on public companies. Usually the director who retires by rotation gets re-appointed in the same general meeting. Hence if he gets re-appointed no need to file any form with ROC.

Regards

P.C. Joshi (service) (274 Points)
Replied 30 September 2013

DEAR ANKUR ,

MY FIRST QUERY IS RELATING TO SECTION 171(2)(I) WHICH IS ABOUT CALLING OF AGM BY SHORTHER NTOICE BY CONSENT OF ALL THE MEMBERS ENTITLED TO VOTE THERE AT.

WHAT DOES IT MEAN? DOES IT MEAN TOTAL NUMBER OF MEMBERS IN THE COMPANY OR THE MEMBERS PRESENT IN THE MEETING AND OUT OF THEM WHO ARE ENTITLED TO VOTE AT THE MEETING.

2. SHORTHER NOTICE MEANS ANY NOTICE WHICH IS LESS THAN THE STATUTORY TIME OF 21 DAYS BE IT ON THE SAME DAY OF THE MEETING WHEN ANNUAL ACCOUNTS ARE APPEOVED BY THE BOARD OR SAY 7DAYS NOTICE INSEAD OF 21 DAYS IN BOTH THE CASES THE PROVISIONS OF SEC 171(2(I) ARE TO BE COMPLIED WITH.

NOW IN MY CASE COMPANY IS A PVT. COMPANY HAVING 7 MEMBERS.INCLUDING 1 FOREIGN CO. BEING JV PARTNET AND ONE MORE INDIAN BODY CORPORATE HOLDING 100 SHARES IN THE COMPANY AND REST 5 BELONG TO INDIAN PROMOTER GROUP.

I HAVE SENT AGM NOTICE ON 27TH WITHOUT FORM 22A ASSUMNH THAT IT WILL BE SIGNED BY THE MEMBERS AT AGM. IS IT OK OR I SHOULD HAVE SENT THE SAME ALONGWITH AGM NOTICE.

WHEN WAS THE CONSENT REQUIRED TO BE OBTAINED EITHER AT THE TIME OF AGM OR AT THE TIME OF CALLING AGM BY SHORTHER NOTICE.

PLEASE CLARIFY THE ABOVE POINTS PER RETURN.

THANKS & REGARDS

P.C. JOSHI

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 October 2013

Consent should be given by 100% members, in case of AGM, even if they are not present in the meeting. However they should be entitled to vote. This is my understanding of the clause.
If u r adopting the shorter notice route, date of notice and date of AGM may be same. But you have to ensure communication of notice to the members. Shorter notice does not relieve us from our duty to serve notice.
Ideally you should have sent Form 22A along with AGM notice by taking members in confidence (In advance). However if u r confident that they sign form 22A on the AGM date then there will be no issue.
Form 22A may be in the date of AGM.