AGM CAN BE HELD ON SUNDAY : CA NITESH MORE
ADJOURNED AGM CAN BE HOLD ON SUNDAY.
AS PER CIRCULAR NO 8/16(1)/61-PR DATED 9/5/1961, THERE IS NO CONTRAVENTION OF SEC. 166(2) IF THE ADJOURNED AGM ACCIDENTALLY HELD ON A PUBLIC HOLIDAY.
STEPS FOR HOLDING ADJOURNED AGM ON SUNDAY
STEP1: AGM CALLED ON SAY 28TH SEPTEMBER, 2012 AND SUBSEQUENTLY ADJOURNED, SAY, FOR WANT OF QUORAM
STEP2: A BOARD MEETING IS HOLD TO FIX DATE, TIME & PLACE OF ADJOURNED AGM TO 30TH SEPTEMBER AT (SAY) 11A.M. AT REGISTERED OFFICE
STEP 3: THE CONSENTS OF ALL THE SHAREHOLDERS ENTITLED TO VOTE IS ALSO REQUIRED FOR SHORTER NOTICE OF ADJOURNED MEETING U/S 171
STEP 4 : ADJOURNED AGM IS HOLD ON 30TH SEPTEMBER
EXAMPLE: AGM CALLED ON 28TH SEP, 2012, BUT QUORAM WAS NOT PRESENT AND MEETING WAS ADJOURNED. A BOARD MEETING IS ALSO HOLD TO FIX DATE OF AGM TO 30TH SEP., 2012 WHICH HAPPENED TO BE PUBLIC HOLIDAY. WE ALL KNOW THAT AS PER SEC 210(3), AGM IS TO BE HOLD WITHIN 6 MONTHS FROM THR END OF F.Y.(EXCEPT IN CASE OF FIRST AGM) I.E. 30TH SEPTEMBER.
COMMENT: In above case, Provision of sec 174 must be complied with i.e. board meeting must be called to fix date and time of adjourned AGM to 30th September. Provision of sec 171 must also be complied with i.e. consent of all shareholders entitled to vote on resolution is to be taken too.
Sec 174 of the Companies Act, 1956 relating to quorum for meeting has been reproduced for clarity of understanding
(1) Unless the articles of the company provide for a larger number, five members personally present in the case of public company (other than a public company which has become such by virtue of section 43A), and two members personally present in the case of any other company, shall be the quorum for a meeting of the company.
(2) Unless the articles of the company otherwise provide, the provisions of sub-sections (3), (4) and (5) shall apply with respect to the meetings of a public or private company.
(3) If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting, if called upon the requisition of members, shall stand dissolved.
(4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.
(5) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.
Sec 171 of the Companies Act, 1956 relating to length of notice for calling meeting has been reproduced for clarity of understanding
(1) A general meeting of a company may be called by giving not less than twenty-one days' notice in writing.
(2) A general meeting may be called after giving shorter notice than that specified in sub-section (1), if consent is accorded thereto -
(i) in the case of an annual general meeting, by all the members entitled to vote thereat ; and
(ii) in the case of any other meeting, by members of the company
(a) holding, if the company has a share capital, not less than 95 per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting, or
(b) having, if the company has no share capital, not less than 95 per cent of the total voting power exercisable at that meeting :
Provided that where any members of a company are entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this subsection in respect of the former resolution or resolutions and not in respect of the latter.
DRAFT REPLY TO UNDER OPTION 1: WHEN MEETING ADJOURNED TO SUNDAY
To
The Registrar of Companies, West Bengal
Nizam Palace
Kolkata - 700020
Kolkata - 700020
Dear Sir,
Re: In the matter of the Companies Act, 1956.
and in the matter of M/s. __________ Private Limited/ Limited
(CIN: )
Sub: Default Notice on the ground of non-compliance of section 166 of the Companies Act, 1956
Reference: Your dated letter No.
The Company, as well as its directors are in receipt of the above mentioned letter to Show Cause as to why action should not be taken for prosecution and penalty under section 168 for holding Annual General Meeting on 30/09/2012 (Public Holiday).
We would like to submit as under:
· That the Annual General Meeting (AGM) was called on Friday 28/09/2012.
· That within half an hour from the time appointed for holding the AGM, quorum was not present.
· Hence, in terms of section 174(4), the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.
· But, the Board of Directors in its meeting dated 28th September, 2012 , on the understanding that the adjourned AGM should also be held within 30th Septemder (maximum time allowed), decided to hold the AGM on 30/09/2012 .
· For this, the consent of all the shareholders was sought and collected for shorter notice and the adjourned AGM was duly held on 30/09/2012 to comply with the Sections166 and 210 of the Act.
· In case any further documents or supporting is required, the company shall be please to submit the same.
In light of the above, the Company and its directors requests you to drop penalty and prosecution proceeding against the Company and its Directors.
Thanking you
For ____________Private Limited/ Limited
Director
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