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Reg;AGM at short notice

Priya Sharma (Company Secretary & Student.MBA) (998 Points)

27 October 2009

A Private Company is holding AGM at shorter notice.It has also taken the consents of all the members of the Company.Now my question is whether we need to attach the signed consents also to Form 20B, 23Ac, 23ACA along with Annual Report and Annual return??

Plzzz suggest

Thanks & Regards

Priya Sharma

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18 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2009

Dear Priya,

Kindly appreciate there is no harm in attaching the consent. As per my understanding it is necessary.

However if you want to do some experiment with ROC, then attach them later if asked by ROC. But for that you have to pay extra fee with form-67 (Addendum)

Regards

CA Suri Kota (Assistant Manager @ EY) (955 Points)
Replied 27 October 2009

only the financial statements...........are to be attached to the annual returns............nothing else............Financial statements does not include consents and notices..........Hence not required.

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 27 October 2009

Thank You very much Ankur Sir......

Ajay Mishra (Company Secretary) (74332 Points)
Replied 27 October 2009

In companies Act, 1956 there is no such provision for attachment of consent of member for convening AGM at shorter notice with above mentioned forms. I will suggeset you that you attached consent of members with notice as a proof of convening AGM at shorter notice,as a good corporate practice.

I already used this corporate practice.

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2009

You are most welcome Priya.

Dear Suri,

This is all together a different case. In shorter notice case you have to attach consent collected from shareholders regarding GM on shorter notice basis. Read section 171 carefully.

Regards

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 27 October 2009

However Mr. Suri your answer is totally different from my question.....But I would like to share with you that you need to attach Annual Return (which contains history of capital structure, past & present directors, members, shareholding,transfers, indebtness) to form 20B. Secondly you also have to attach Notice, Board Report and Auditors Report to form 23Ac & 23ACA in addition to BS and P&L(Financial statement).

Thirdly in case you are holding AGM at short notice you have to take the consent of all the members of the Company as per section 171(2)(i) of the Companies Act.

And my ques was whether we need to atach those consents to the forms......

And yes as suggested by Ankur Sir it will be in the interest of the Company to do so.

CA Suri Kota (Assistant Manager @ EY) (955 Points)
Replied 27 October 2009

Hey......

Thanks a lot .....Ankur sir and Priya..............

CA Nitin Wadhwani (Chartered Accountant) (4469 Points)
Replied 27 October 2009

But the basic is that there is no need to take the consent of the members for convening a meeting by a short notice in case of "a private company" if its articles provides for it.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2009

Originally posted by :Nitin
"	But the basic is that there is no need to take the consent of the members for convening a meeting by a short notice in case of "a private company" if its articles provides for it.	"

Hi,

I know you are talking about Section-170(1)(ii). But blind adoption and understanding of Section 170(1)(ii) is quite risky. It is very important to have deep insight of your AOA provisions.

Regards

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 27 October 2009

Originally posted by :Nitin
"	But the basic is that there is no need to take the consent of the members for convening a meeting by a short notice in case of "a private company" if its articles provides for it.	"

But in my case the Company's AOA contained no provision for shorter notice......this is the reason we have obtained consents and it is always good to be on the safer side.......

Rgds

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2009

Absolutely it is always good to be on the safer side.

I understand your situation from the very beginning and that's why i avoid discussion on section 170. It may confuse you. But priya remember section 170 is really very important and untouched section. You may easily impress your seniors with sound knowledge and applicability of this section.

Regards

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 27 October 2009

Thanks for our guidance Sir!!!!!!!!!

Keep guiding us....

Regards

Priya Sharma

santhosh (Student) (1174 Points)
Replied 28 October 2009

Thanks a lot Ankur sir and priya..... it was a nice discussion regarding Section 171 and 170...

Rekha Sharma (Company Secretary) (167 Points)
Replied 28 October 2009

A letter signed by the Company Secetary /Director of the company stating that the consent of all the shareholders/ 95% as the case may be has been taken for convening of AGM at shorter notice is sufficent.

Reg

Rekha Sharma