Hi All,
Annual general meeting outside India
S. Satheesh Kumar (Assistant Company Secretary) (84 Points)
23 August 2011
S. Satheesh Kumar (Assistant Company Secretary) (84 Points)
23 August 2011Hi All,
RG - A Helping Hand
(Company Secretary)
(13867 Points)
Replied 23 August 2011
NO
As per section 166(2) every AGM 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 situate.
Proviso to section 166(2) allows a pvt company to fix place for its AGM through a members resolution and such place should be in sync with section 166(2).
Regards
RG
R Shanmugaraja
(Company Secretary)
(22 Points)
Replied 23 August 2011
Yes, Private Company which is not a subsidiary of a public company, can convene AGM outside .
As per section 166(B) a private company which is not a subsidiary of a public company, may in like manner and also by a resolution agreed to by all the members thereof, fix the times as well at the place for its annual general meeting.
Harihasan Karthik
(Assistant Company Secretary)
(29 Points)
Replied 23 August 2011
Dear All,
Yes.... We can convene Private companys (which is not a subsidiary of a public company) AGM outside India as per Section 166(b).
I Agree with Mr. Dilip.
Regards
Harihasan Karthik
Parashar
(Company Secretary 2004)
(1013 Points)
Replied 23 August 2011
A private company, which is not a subsidiary of a public company private company) can fix the place for all its AGMs by:-
its articles or
by a resolution passed in an AGM or
by a resolution agreed to by all the members of the company, ie by unanimous consent of all its members.
A private company which is not a subsidiary of a public company may, by any of the three methods, decide to hold its AGM at any place in the world
jeets
(CS )
(461 Points)
Replied 23 August 2011
Will this be a ordinary or special resolution... Do we need to file e-form 23 for the same.
Please guide.
RG - A Helping Hand
(Company Secretary)
(13867 Points)
Replied 23 August 2011
Dear jeet....special or ordinary resolutions are within the domain of shareholders and the same is for form 23.
The matter above is just a matter of board resolution hence no form 23 would be required.
However if at any stage AOA needs to be altered by passing special resolution u/s 31 then you hv to file form 23 within 30 days of passing SR in GM
Rgds
RG - A Helping Hand
(Company Secretary)
(13867 Points)
Replied 24 August 2011
Dear Jeet Parashar sir is right.
I missed the word members resolution in section 166 while posting my reply. However as section is silent regarding kind of resolution. Hence it would be an ordinary resolution and there is no need to file form 23 for ordinary resolution.
One more thing --- form 23 is required to be filed to register certain resolutions and agreements with ROC. The list containing these resolutions and agreementsis given in section 192(4).
rgds
Dipjyoti Majumdar
(CA in service & CS. dipmaj@ rediffmail.com )
(3468 Points)
Replied 24 August 2011
Dear All
Suppose the Comapny convenes an EGM to decide whether the place of holding the next AGM/AGMs outside India. There are 5 members in the independent pvt company. 2 members are absent. Can the unanimous consent of 3 members in the EGM lend validity to the Resolution.
Moreover can that EGM be held outside India ?
Regards,
CAclubindia
