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Company Meeting

guest (22 Points)

10 May 2007

If there are only two directors in the company and they both are NRI and coming to India on Qty. basis. If mean time company needs to pass one resolution than how can it should be done?

This not a AGM so can director's call meeting out of india though registered office of the company is in India.

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12 Replies

Som (112 Points)
Replied 10 May 2007

Board meeting need not be held at regestered office and may be conducted anyware

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Vishal Manchana (16 Points)
Replied 10 May 2007

hello

the directors shall be liable under the co. act 1956 since they should meet at least once in every quater and 4 such meetings should be held in 1 year.

so visiting india only 2times in a year will not satisfy the relevant prov. applicable to the company.

also the CG can by notif in official gazz exempt the specified co from abovementioned prov.

also as far as place of meeting is concerned, the act specifies no place i e it can be held ANYWHERE,but minutes in certain cases have to kept in india( deb. trustees) at the regd office.

hence subject to the above mentioned last line, meeting can be held anywhere.

Vishal Manchana (16 Points)
Replied 10 May 2007

visiting india 4times in a year i e in every quater will be the compliance of the prov. regarding the frequency of the b meeting.

the co. can pass resolution by circulation u/s189A also subject to the cases which are specifically mentioned that these have to decided by way of resolution in the b meeting.

Nitin (43 Points)
Replied 10 May 2007

Board meeting can be anywhare or it can be a resolution by circulaion. BUT here problem is different. IF THERE ARE 2 DIRECTORS ONLY AND BOTH ARE NRI, THEN THIS WILL MAKE THE COMPANY WHERE MANAGEMENT AND CONTROL IS SITUATED OUTSIDE INDIA - MORE SO IF THEY ARE HOLDING SHARES AND ITS IMPLECATION TO BE SEEN

Snarayanaswamy (PRACTISING COMPANY SECRETARY ) (38 Points)
Replied 10 May 2007

As per the companies Act, the Board meeting can be held any place at any time. If it is private company minimum 2 directors shall be physically present in the meeting and minutes can be prepared from the place of meeting. The copies of minutes books etc, shall be kept open at the registered office of the company.

For conducting share holders meeting the NRI share holders can appoint a proxy to attend the meeting at India on the scheduled date. The valid proxies can attend and pass the resolutions and the same is valid in law.

S.NARAYANASWAMY. snswamy1956 @ yahoo.co.in

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Amit Sureka (Finance Manager-India) (251 Points)
Replied 01 October 2008

But for AGM minimum quorum should be physically present. Proxi is not allowed for mimium quorum for AGM.

Lineesh James (Company Secretary) (30 Points)
Replied 03 October 2008

Originally posted by :guest
"	If there are only two directors in the company and they both are NRI and coming to India on Qty. basis. If mean time company needs to pass one resolution than how can it should be done? This not a AGM so can director's call meeting out of india though registered office of the company is in India.	"

Board Meetings:

1.Hold Board Meetings out side India; or

2.Pass resolutions by circulation; or

3. Appoint alternate Directors in India & hold meetings in India.

General Meetings:

1. AGM should be held in India, Shareholders should come to India for AGM or make some body a joint holder and let him attend the meeting.

2. Other GMs can be held anywhere, even outside India

shirin bhatt (Company Secretary in Practice) (65 Points)
Replied 05 October 2008

Tha companies act does not specify any place for holdin a board meeting as in case of an AGM. The Directirs are free to convene a meeting at a place of there convenience and there would be no default in that case. Only requirement is that BM should be convened once in every quarter.