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Section 166 of the Companies Act, 1956 (Corporate Law)

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This query is : Resolved


( Author )
16 December 2010

Hi...

Suppose A Pvt. Ltd. is a subsidiary of a Public Company. Now, Mr. A, a Director of the Company is liable to retire by rotation at the ensuing AGM of the Company. After the issue of notice of AGM, the Company has regained the status of a Private Limited Company. What will happen at the AGM of the Company????? Whether we have to adjourn the AGM????

God Bless

Udit Sharma


Jayashree S Iyer

( Expert )
16 December 2010

No need to adjourn the meeting if you can obtain the consent of all the members entitled to vote thereat, for shorter notice as specified in Section 171(2).


Ankur Garg

( Expert )
16 December 2010

Nothing will happen...

Retirement by rotation system is not prohibited for a private com. though it is not mandatory.

So in this case u may continue with the existing notice....

However in your case following the current notice should not be interpreted in the following way:

""For future --- this pvt co. is bound to follow Retirement by rotation system.

Regards


Jayashree S Iyer

( Expert )
17 December 2010

If Mr A was liable to retire by rotation and as per the notice he was to be reappointed then no issue, reelect him and pass the resolution with the words "not liable to retire by rotation".

However if his reappointment was not considered in the notice and you want to continue his directorship, you will have to issue a fresh notice revising the agenda items. In that case also you need not adjourn the meeting. You can hold the meeting on the same say, however subject to obtaining the consent of all the members entitled to vote thereat as specified in Section 171(2).


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