Dipjyoti Majumdar (CA in service & CS. dipmaj@ rediffmail.com ) (3468 Points)
02 July 2012Friends
A private limited company has 5 day week ie the offices remain closed on saturday and sunday. It wishes to hold its AGM on 18 August 2012 -- which is a Saturday. Can it do so ?
18 August, 2012 is not a public holiday as per NI Act. But AGM , as per section 166, has to be held on a business day and in working hours.
Will it be proper if the company gives a circular that office will remain open on that saturday.
Please share your experiendes and valuable opinion.
Regards,
CA AMIT KALRA
(CA CS)
(52 Points)
Replied 02 July 2012
As per Section 166(2) ,Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.
If company has business hours on Saturday, it can hold AGM on that day
Charu Srivastava
(Company Secretary)
(4210 Points)
Replied 02 July 2012
The AGM should be held during business hours, as saturday is off so does not constitute business hours hence cannot hold AGM on Saturday...
Other views are solicited
CS. DISHA SHAH
(Properitor of D. M. SHAH & CO. COMPANY SECRETARY)
(394 Points)
Replied 02 July 2012
Agree with Charu Madam,,,
ARUN KUMAR MAITRA
(Practicing Company Secretary)
(1016 Points)
Replied 02 July 2012
Sub-section (2) of section 166 of the Companies Act,1956 provides that an annual general meeting shall be called for a time during business hours. The term "business hours" signifies the normal working hours during which the trade, industry and banks function.
In view of the above, in the instant case , since Saturday is a off -day, AGM could not be held on that date.
CS Hiranand T. Bhatia
(Profession)
(31 Points)
Replied 03 July 2012
I beg to differ with the above views.
As per Sec-166(2), AGM shall be called for a time during "BUSINESS HOURS" on a day that is NOT a "PUBLIC HOLIDAY". Therefore, in my opinion, you can hold an AGM on Saturday (provided August 18th is not declared a Public Holiday as per the Negotiable Instruments Act) even if its a HOLIDAY for your company.
Other views solicited.
Regards
HB.
CA AMIT KALRA
(CA CS)
(52 Points)
Replied 03 July 2012
In simple words, Saturday should not be public holiday and company office should be open on that day viz business hours.
Good reply HIranand.
give circular of Saturday working would be suffice,
Other views invited
Smriti Dhawan
(Company Secretary )
(347 Points)
Replied 03 July 2012
I, agree with the view of Mr. Hiranand, Section 166 (2) says Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, As Saturday is not a public holiday its only off for the Company. So, AGM can be called on Saturday.
ARUN KUMAR MAITRA
(Practicing Company Secretary)
(1016 Points)
Replied 03 July 2012
Business Hours mean the hours during which the company is open for business.
It also mean those hours of the day during which a commercial,banking, professional, public or other kind of business are ordinarily carried on.
Since in he instant case , Saturday is a off- day to the cxompany, therefore,it cannot hold its AGM on that day.
It may kindly be noted that it should be held during normal business hours of the company on a day other than a public holiday.
Smriti Dhawan
(Company Secretary )
(347 Points)
Replied 03 July 2012
Dear Mr. Arun, I differ from your view here business hour does not mean the hour during which the Company is open for business, And if So then if business operations of any Company are closed for many years then when such Company will hold AGM what will be Business hours for such types of Companies.
Business Hours means the normal hours of working followed in the industry it does not changes for every Company.
ARUN KUMAR MAITRA
(Practicing Company Secretary)
(1016 Points)
Replied 03 July 2012
Dear Smriti,
An AGM is required to be held during the usual business hours of the Company other than on Public Holiday(or Saturday where according to the standing instruction of the Company ,Saturday has been declared as a non-working day for usual business purposes)at the Registered Office of the Company or any other place within the city ,town or village in which the registered office of the Company is situated vide practical notes given in page 600 in the book titled "Guide to Co. Law Procedures by Shri M.C.Bhandari (Volume2).
Hope this will clarify your doubt in the matter.
A.K.Maitra.M.Com,LL.B,A.C.A,A.C.S,M.I.M.A
Retd. Co.Secy. & G.M.(Law)
National Fertilizers Ltd.
A Mini-Ratna Central P.S.U.)
CS. DISHA SHAH
(Properitor of D. M. SHAH & CO. COMPANY SECRETARY)
(394 Points)
Replied 03 July 2012
Hello,
Business hour means, normal working hours agree, but its a pvt. co., so hv to go through Article of Association of Company, by which company has only 5 working days,,,(Saturday, Sunday is not a working day),, so Company can not held its AGM on Saturday.
ARUN KUMAR MAITRA
(Practicing Company Secretary)
(1016 Points)
Replied 04 July 2012
Dear Smriti,
An AGM is required to be held during the usual business hours of the Company other than on Public Holiday(or Saturday where according to the standing instruction of the Company ,Saturday has been declared as a non-working day for usual business purposes)at the Registered Office of the Company or any other place within the city ,town or village in which the registered office of the Company is situated vide practical notes given in page 600 in the book titled "Guide to Co. Law Procedures by Shri M.C.Bhandari (Volume2).
Hope this will clarify your doubt in the matter.
A.K.Maitra.M.Com,LL.B,A.C.A,A.
Retd. Co.Secy. & G.M.(Law)
National Fertilizers Ltd.
A Mini-Ratna Central P.S.U.)
CS Mitesh Mehta
(Company Secretary)
(17139 Points)
Replied 04 July 2012
An annual general meeting should be held during the business hours of the registered office of the company. Since Saturday is not a working day for the company. Company can't hold AGM on saturday as it will not constitute business hours
CS Hiranand T. Bhatia
(Profession)
(31 Points)
Replied 04 July 2012
Dear all
With due regards to the views of Shri. Arun Kumar Maitra and also Shri. MC Bhandari, I still beg to differ on the following grounds:
1. Sec-2(38) of the Companies Act, 1956 defines a Public Holiday to mean a Public Holiday within the meaning of Negotiable Instruments Act, 1881. Therefore, the intention of the legislature seems to be to rely on the NI Act for the purpose of Sec-166(2) of the Companies Act, 1956.
2. Some of the provisions of the NI Act viz., Sec-76, etc., use the words "Business Hours", though the Act is silent on the terms "Business Hours".
3. Therefore, the intention of the legislature in case of the provisions of the Companies Act, 1956 seem to rely on NI Act for the purpose of interpretation.
4. Further, even for sake of argument if the veiws of our learned seniors is taken to be correct - CAN A BPO / LPO / SOFTWARE COMPANY THAT WORKS ALMOST 24*7 can decide to conduct an AGM at midnight ?
5. In my view the opinion of Shri. MC Bhandari pertained to the times when such BPO / LPO / Software organisations did not exist.
Views of Learned Seniors & others are welcome pls.
Regards
HB.
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