Rolita (CS) (37 Points)
08 September 2010What are the adjournment rules for a general and board meeting in a government company??
how many times can a board meeting can be adjourned and would that adjourned board meeting will comply with the provisions of section 285??
secondly for how long can a annual general meeting can be adjourned?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 September 2010
Hello,
As per my understanding there are no separate rules for adjournment for a board and General Meeting in a government company.
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Regarding how many times a BM can be adjourned Law is silent. A board meeting can be adjourned for any number of times for valid reasons. However this adjournment would not be considered as an excuse for compliance of statutory requirements like holding of AGM within statutory time limit as mentioned in section 166 read with section 210.
As per section 288(2) the provisions of section 285 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms of that section could not be held for want of a quorum. So as per my interpretation relaxation provided by section 288(2) is available only when a BM adjourned for want of quorum.
You are requested to wait for the comments of other learned members.
Best Regards
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Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 September 2010
For provisions of Adjourned AGM and notice thereof you are requested to download my Company Law handout attached herewith and check page 4 of 22.
ADJOURNEMENT OF ANNUAL GENERAL MEETING
Yes there is no doubt that an annual general meeting held in accordance with section 166 can be adjourned. But as per DCA Clarification the adjourned annual general meeting must itself be held within the statutory period (including the period of extension thereof, if any allowed) as provided in section 166(1).
Extract of DCA Clarification
In case the accounts are not placed thereat, the same not being ready, it is no doubt open to the company concerned to adjourn the said annual general meeting to a subsequent date for laying the accounts but then, the adjourned annual general meeting must itself be held within the statutory period (including the period of extension thereof, if any allowed) as provided in section 166(1). That being so, procedure of adjourning the annual general meeting cannot be so adopted as to bypass the provisions of section 210 of the Act. Thus, in case the accounts are not placed at the annual general meeting or the adjourned annual general meeting, in either case, within the statutory period laid down in sub-section (3) of section 210 of the Act, the delinquent directors are liable for prosecution under sub-section (5) thereof.
You are requested not to take literal interpretation of this clarification as this is not limited to non-preparation of Annual Accounts.
Revert if there is any doubt.
Best Regards
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 09 September 2010
| Originally posted by : Ankur Garg | ||
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Hello, As per my understanding there are no separate rules for adjournment for a board and General Meeting in a government company. Regarding how many times a BM can be adjourned Law is silent. A board meeting can be adjourned for any number of times for valid reasons. However this adjournment would not be considered as an excuse for compliance of statutory requirements like holding of AGM within statutory time limit as mentioned in section 166 read with section 210. As per section 288(2) the provisions of section 285 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms of that section could not be held for want of a quorum. So as per my interpretation relaxation provided by section 288(2) is available only when a BM adjourned for want of quorum. |
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Yes, agree with Ankur Ji.
As per section 288(2) the provisions of section 285 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms of that section could not be held for want of a quorum.
Therefore, this relaxation is only applied when a BM is adjourned for want of quorum.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 09 September 2010
Regarding AGM,
As per section 174(4) AGM shall stand adjourned to hte same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
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