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Special business at agm and roc

ArchAngel (Corporate Affairs Enthusiast) (118 Points)

17 August 2012

Dear Experts,

We are planning to include some special business in the upcoming AGM agenda, like capital expansion and alteration of articles.

Do we need to inform about these special business to the ROC even before the AGM, or we just need to inform ROC if we successfully passed the resolution in the AGM? I read somewhere that any special items that has to be considered for a general meeting has to be informed to the ROC even before the meeting.? Is that correct?

Please let me know.

Thanks,

ArchAngel.

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4 Replies

Kamal Lahoty (Practising Company Secretary) (274 Points)
Replied 20 August 2012

There is no requirement in the Companies Act to inform ROC about the special business before the AGM. The only requirement is Post facto intimation of the resolution passed at the AGM within 30 days in eform 23.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 20 August 2012

Agree with the learned member. There is no such requirement to inform the ROC about the matters before hte date of AGM.

However, in case of listed Companies, Stock Exchanges are required to be intimated accordingly in terms of listing agreement.

Tanveer Md Masood (Indispensable) (361 Points)
Replied 21 August 2012

Dear ArcH Angel,

special business to be dealt in a meeting needs to be mentioned in the agenda of the meeting so that members may remain prepared for that. However, there is no such requirement to inform the Roc about the same. A copy of the resolution if passed has to be sent to the ROC and to the stock exchange of the company if yours is a listed company.Such intimation needs to be sent within 30 days in eform 23.

Therefore, its not mandatory to inform the ROC about the special business .

REGARDS,

Tanveer Md Masood.

CS(PROFESSIONAL STAGE).