Megha Choudhary (Management Trainee) (541 Points)
30 March 2016can you please tell me
like the company has two directors and 7 other members
for conducting egm at shorter notice consent of many ppl are required
the director holds 50000 shares
and other director holds 5000 shares
and the rest members 100 shares each
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 30 March 2016
As per Sec 101(2) of the Companies Act, 2013, and SS-2 issued by ICSI, a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.
Since total number of members in your case in 7. 95% of 7 comes to 6.65 rounded to 7. Therefore if all the members give consent only EGM can be called by shorter notice.
Others views are welcome.
Regards,
Arjun Rajagopal
Megha Choudhary
(Management Trainee)
(541 Points)
Replied 31 March 2016
sh*t..
i did it by 95% of share capital
what will be the consequence?
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 31 March 2016
Dear Megha,
Please wait for others views. I also have some confusion regarding whether 95% is to be calculated on number of members or total votes?. On a plain reading i understood that 95% is to be calculated on total number of members. May be i will be wrong.
Regards,
Arjun Rajagopal
Ram Kumar
(188 Points)
Replied 31 March 2016
I agree with Mr. Arjun, in secretarial standard-2 it is mentioned as below.
1.2.7 Notice and accompanying documents may be given
at a shorter period of time if consent in writing is
given thereto, by physical or electronic means, by
not less than ninety-five per cent of the Members
entitled to vote at such Meeting.
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 31 March 2016
Dear Ram,
Megha is asking about whether 95% is to be calcutated on total number of shares or total number of members.
Suppose XYZ Ltd has 70 members as on 31.03.2016.
Total number of equity shares o/s is 80 Lakhs Shares
Face Value - Rs. 10/-
So to get consent for shorter notice my question is whether 95% is to be calculated on total number of members ie (70*95% ie 67) or total number of votes ( 80,00,000*95% ie 76,00,000) which is correct 67 or 76,00,000?
Please reply.
Regards,
Arjun Rajagopal
Ram Kumar
(188 Points)
Replied 31 March 2016
Its No of members who is entitled to vote. Not share capital.
Megha Choudhary
(Management Trainee)
(541 Points)
Replied 31 March 2016
AND SINCE I HAVE DONE ON SC BASIS
WHAT CAN BE DONE NOW..
CONSENT LETTER OF MEMEBERS REQUIRE SIGNATURE
I WONT BE ABLE TO GET SIGNATURES
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 31 March 2016
Since only 7 members are there, it is advisable to send consent letter again to their email address registered with comapny. Please note the Act or Rules is silent about the format of consent letter. So u can send in any format.
Don't worry about the consequences. This is just an clerical issue and not a major mistake.
Regards,
Arjun Rajagopal
Ram Kumar
(188 Points)
Replied 31 March 2016
Dear Megha is it a private company or public company and as Arjun said no need to worry about the Consequences.
csmedha
(Company Secretary)
(91 Points)
Replied 31 March 2016
Is it compulsary to attend EGM by 95% of members?
For example:
In case of Pvt Ltd Company, Mr. A has 9500 shares of Rs. 10/- each and rest Mr. B and Mr. C have 250 shares each of Rs. 10/- each.
Is it compulsary for Mr.A to conduct the EGM everytime or if Mr. B and Mr. C can conduct the EGM?
Waiting for your revert!
Ram Kumar
(188 Points)
Replied 31 March 2016
Dear Medha,
Here we are talking about the shorter meeting calling general meetings. So here is no point of attendence and any meeting 95% of members not required.
csmedha
(Company Secretary)
(91 Points)
Replied 31 March 2016
Yes I understood your point for calling.
I was seeking clarification for attendance part, as I was worried if it is also compulsary to attend general meeting by 95% members too.
But I think it is no where stated for attendance.
Thanks
CAclubindia
