Agm was held on sunday

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Querist : Anonymous

Querist : Anonymous (Querist)

03 July 2013 My private company (me and my wife) held the FIRST AGM on 30 sep which is a Public Holiday.I have received a notice why I held the meeting on Sunday. Please help me, what should I write to RoC.

RAMESH KUMAR VERMA

RAMESH KUMAR VERMA (Expert)
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03 July 2013 DEAR SIR

YES CAN BE ADMISSIBLE AS PER PROVISION 2 OF SECTION 166(2)

As per new circular of MCA vide letter no. 8/5(1669/65-pr dated 21-1-1963, Annual General Meeting can be held on Sunday in certain cases

Case 1: Can an adjourned Annual General Meeting can be held on Sunday.

As per circular no 8/16(1)/61-pr, there is no contravention of sec. 166(2) if the adjourned AGM comes to be accidentally held on a public holiday.

Example: AGM called on 29th Sep, 2012, adjourned to 30th Sep., 2012 which happened to be public holiday.

Remarks: The provisions of Section 174 have to be complied with i.e. board meeting must be called to fix date and time of adjourned AGM to 30th September.

Case 2: Annual General Meeting can be held on Sunday if procedure to sec. 166(2) has been followed.

The provisions of Sec 166(2) allow private and public limited company to fix date, time and place of AGM as discussed below:

A) In case of a private company which is not a subsidiary of a public company: there are three options to fix date, time and place of AGM:

Option 1: by its articles fix the date for its annual general meetings
Option 2: by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings
Option 3: by a resolution agreed to by all the members thereof, fix the date for its annual general meeting.

B) In case of a public company or a private company which is a subsidiary of a public company: there are two options has been provided to fix date, time and place of AGM:

Option 1: may by its articles fix the date for its annual general meetings
Option 2: may also by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings

Suppose a private limited company on 31st July, 2012, passed a resolution agreed by all members to fix date of all AGM to 30th Sep every year. Now 30th September, happens to be Sunday. AGM held on 30th September, 2012.

Remarks: AGM is valid on the following two grounds:

Ground 1: AGM inadvertently held on Sunday as a resolution agreed by all members was passed. As per circular no 8/16(1)/61-pr, there is no contravention of sec. 166(2) if the adjourned AGM comes to be accidentally held on a public holiday. If the adjourned AGM can be valid then AGM agreed by all members on 30th September every year can also be valid, even if it eventually comes to Sunday.

Ground 2: As per the provisions of Section 166(2) allow Private Ltd Company and Public Ltd Company to hold AGM on a day and place agreed upon by its members. When the proviso allows these companies to fix date and place of AGM by following certain procedure, what is stated in sec 166(2) itself cannot be made applicable to these companies.

Case 3: when date of AGM of 2012 has been fixed in AGM of 2011

A private ltd company as well as public ltd company may also by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings (proviso 2 to sec 166(2)) :

Example: ABC Ltd by a resolution passed in its AGM on 30th September, 2011 , fixed the time for its next AGM on 30th September , 2012 at 11a.m. now 30th September, happens to be Sunday. AGM held on 30th September, 2012.

PLEASE READ below mentioned link :

https://www.caclubindia.com/articles/agm-can-be-held-on-sunday-17244.asp

Querist : Anonymous

Querist : Anonymous (Querist)

05 July 2013 Thank you Mr. Verma
As it is the first AGM of our company which was held on 30th sep 2012 please suggest the draft for sending to RoC

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