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Director in agm

NIRAJ GOEL (PROP.) (107 Points)

18 August 2011

One of Private Limited Company in India, want to appoint all diretcors who are all foreigners.

now as per my view Board meetings can be held in foreign.

how the AGM will be held. as AGM will needed to be held in Delhi. is the presence of any diretcor is not required in AGM.

kindly suggest

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5 Replies

AMIT MISHRA (Legal Professional) (393 Points)
Replied 18 August 2011

Dear Niraj,

In your case tes the Board meetings can be held outside India but the same cannot be done in case of AGM it has to take place in Delhi if the registered office is situated here and obviosly is an Indian Company. Moreover it is always advisable to have Indian Directors in such cases even if dummy in nature.

Amit Mishra

BSamrish & Co.

New Delhi

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NIRAJ GOEL (PROP.) (107 Points)
Replied 18 August 2011

Thanks Sir

but my query is that can a AGM be held even is there is no Director present.

AMIT MISHRA (Legal Professional) (393 Points)
Replied 18 August 2011

Dear Niraj,

Yes the AGM can be held without the directors. Also these directors may send proxies on their behalf where required. The Companies Act gives out the quorum required i.e. 2 and 5 in case of Private and Public Companies respectively but no mandatory requirement with reference to presence of Directors.

Thanks & Regards

Amit Mishra

SUNIL KUMAR JAIN (PRACTISING COMPANY SECRETARY) (187 Points)
Replied 27 August 2011

Dear Friends,

AGM is the meeting of members of the company.As per section 174 of the companies Act,1956, to constitute a valid quorum for a Private Company atleast 2 members are to be personally present in the AGM.For the purpose of quorum, proxies are not counted.In the given situation, the company may have all foreign directors and foreign companies as shareholders; so that all Board meetings may be held abroad and for holding EGM/AGM, the foreign shareholder companies to pass Board Resolution U/s 187 of the Companies Act ,appointing Indian residents as their representatives to attend EGM/AGM to constitute a valid quorum.

Regards,

Sunil K. Jain

Practising Company Secretary

9810104162; skj13 @ rediffmail.com

Mannu (Employee) (26 Points)
Replied 05 July 2012

Hello fiends !

Sir But who can be Representative of those Foreign Members? Is there any requirement to be fulfilled for being Indian representative or any indian resident can be the representative of foreign shareholder.?

Regards,

Mannu Mehta