Appasaheb Borude (Manager HR and Administration) (35 Points)
14 June 2012Ours is a Private Limited Company having Registered Office in Mumbai. All the Shareholders are abroad specifically in UK.
Can AGM for the Company be held abroad? OR is it Compulsary to held Meetin in Mumbai only? Does the Shrareholders neet to travel to India just to held AGM?
Please advise
Dear Sir,
As per the provisions of The Companies Act, 1956, the AGM of a company needs to be held only at the Registered office of the company or at some other place in the the village, town or city where the Registered office of the company is situated. However, as a part of Green initiative measures taken by the Ministry of Corporate Governance, now companies can hold AGM even by Video Conferencing. Please find the attached circular regarding this.
Regards,
Veeral Gandhi
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 14 June 2012
but condition of quorum and chairman should be complied with.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 14 June 2012
Hi,
Yes my friend you can have the AGM of your Private Limited Company in UK. But the same relaxation is based on certain conditions which are as follows:
As per clause (b) of the second proviso to section 166(2), a purely private company can fix the place for all its AGMs by the following 3 ways:
With the help of any of these 3 methods a purely private company can decide to hold its AGM other than the registered office of the company or some other place within the city, town or village in which the registered office of the company is situated.
Such place can be outside the city, town or village or even any other city, town or place within India, or even outside India.
If there is any doubt, please revert.
Regards
Ankur
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 14 June 2012
Further since it is a bit difficult for you to fulfill condition (i) and (ii) because for both shareholders meeting is required. So I would advise you to focus on (iii) condition i.e. a resolution agreed to by all the members of the company.
Kindly appreciate in condition (iii) there is no need to pass any resolution at a general meeting of the company, since it is required to be "agreed to" by all the members. Such a resolution can be passed by obtaining individual consent of each member without holding a meeting.
So you can send a draft consent letter to all the members in UK by e-mail and request them to send you original signed copy of consent letter through courier for your company’s ROC file in India. Simply put these consent letters in your records for legal backup and hold your AGM in UK.
Regards
Dear Ankur,
Perhaps what you say may be correct in case of private companies which are not subsidiaries of public companies. But, Section 166(2)(b) does not explicitly say that such companies can hold AGM outside India. Are you aware of any clarifications by MCA regarding this?
Regards,
Veeral Gandhi
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 14 June 2012
Sir,
The interpretation is pretty clear for me and also observed by many Industry experts, learned faculties at PAN India level, so there is nothing to be clarified by MCA and in fact there is no MCA clarification available.
Further as a professional we do not need to wait for explicit things in law in fact it is next to impossible for law makers to put everything in law form the very beginning bcoz they were not equipped with divine powers and here comes the role of “Law of Interpretation”.
For me and my fellow professional colleagues it is all about our approach and confidence towards law interpretations and ability to handle ROC people in their office or in COURTS, wherever they want to meet us to solve the issue of law interpretations. Somethmes you have to be aggressive in your approach keeping yourself within four corners of law.
My advice to the author of this post is to have a legal opinion regarding his query from a “competent” professional firm.
Best Regards
Tarjani
(Management Trainee)
(23 Points)
Replied 24 July 2012
Dear Sir/ Madam,
Ours is a Pvt. Co. incorporated recently and now director want to invest in Preferential Allotment of Listed Co. its just 4 months old co and there is no any provision in Articles of the company w.r.t. making Investments or Power of Board to Invest.
My Questions are:-
1. Can recently Incorporated Private Company make an Investment in Listed Public Co.??
2. If yes, then whether it is necessary for Pvt. co. to have provisions in its Articles of Association of Co. in order to make such Investment?
3. If ans of 2. is YES, then " in such case Private Co. can hold EGM within 4-5 months from its incorporation,BUT before its First AGM ?
Early reply is welcomed.
Thanks & Regards,
Tarjani J. Pandya.
Dear Tarjani,
The restrictions with respect to making investments in other companies do not apply to a private limited company (Please refer Section 372A of Companies Act, 1956).
The power to invest in shares of other companies is provided in the objects clause of the company, so please refer the ‘objects clause’ of the Memorandum of Association. The Articles of Association provide just the rules and regulations for making such investments.
The Board of Directors may call an EGM at any time it thinks fit [Please refer Table A, Regulation 48(1)].
Regards,
Veeral Gandhi
Tarjani
(Management Trainee)
(23 Points)
Replied 25 July 2012
Dear Veeral,
Thank you for your kind reply.
Yes, there is one of Object clause in MOA of our Company. But, can you please provide me Table A containing the provision as mentioned by you.
Thanks & Regards,
Tarjani J. Pandya.
Dear Tarjani,
I have attached a pdf file which contains Companies Act 1956. The Table 'A' is a part of this 'Act'. The concerned Regulation is on Page 273 of 332 of this pdf file. Generally, it is advisable to incorporate most of the regulations of Table 'A' in the Articles of Association (AoA) of the newly formed company. In case, the AoA of your company stipulates that EGM can't be conducted before 1st AGM, then this stipulation will prevail over the concerned Regulation of the Table 'A'. But, I am sure nothing as such might be provided in your AoA.
Regards,
Veeral Gandhi
Tarjani
(Management Trainee)
(23 Points)
Replied 08 August 2012
Dear Veeral Sir,
Thank you for your kind reply and guidance, i refered it, and it was very helpful to me in resolving my doubt.
Thank you again sir.
Regards,
Tarjani.
Tanveer Md Masood
(Indispensable)
(361 Points)
Replied 18 September 2012
under sec.166 of the companies Act,1956 , the AGM of a company should be held at the city , town or village where the registered office of the company is situated. thi should be held within 18 months from the date of incorporation of the company and not more than 15 months should elapse between the date of one agm and the other. Again , as few experts commented MCA has undertaken some commendable steps under the green initiative wherein you can conduct AGM through video conference if the directors are located abroad.
regards,
Tanveer Md Masood
calcutta.
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