Appointment of representative in agm
This query is : Resolved
17 November 2012
Dear Sir,
The holding company is in Singapore having 99% shares and 1% share is held individualy by an employee of this holding company (1%).
Now the Indian Subsidary with Registered office in Delhi wants to hold the AGM in India.
Is the Individual shareholder required to travel to India - Delhi for the AGM or can appoint a represenative.If he is required to travel then what can be the alternative for avoiding his travel to India as it is difficult.
Please advise urgently..
The holding company is in Singapore having 99% shares and 1% share is held individualy by an employee of this holding company (1%).
Now the Indian Subsidary with Registered office in Delhi wants to hold the AGM in India.
Is the Individual shareholder required to travel to India - Delhi for the AGM or can appoint a represenative.If he is required to travel then what can be the alternative for avoiding his travel to India as it is difficult.
Please advise urgently..
17 November 2012
Hi
He can appoint proxy to attend the meeting instead of himself.
He can appoint proxy to attend the meeting instead of himself.
17 November 2012
Hi
Thanks, can you pls send me the relevant section from companies's act.
Regards,
Supriya
Thanks, can you pls send me the relevant section from companies's act.
Regards,
Supriya
17 November 2012
Also will it be valid quorum. This is a private limited company.
17 November 2012
Hi
Who can appoint proxy for the general meeting?
Proxy can be appointed by the following persons to attend and vote at the general meetings instead of themselves:—
1. Members of a company having a share capital.
2. Members of a company not having a share capital, if Articles of a company provides so.
3. Representatives of body corporate appointed under section 187 of the Companies Act, 1956.
4. Representatives of the President and the Governors of the State appointed under section 187A.
5. Power of Attorney holder of a member may vote by proxy, if authorised by such power of attorney.
Who can appoint proxy for the general meeting?
Proxy can be appointed by the following persons to attend and vote at the general meetings instead of themselves:—
1. Members of a company having a share capital.
2. Members of a company not having a share capital, if Articles of a company provides so.
3. Representatives of body corporate appointed under section 187 of the Companies Act, 1956.
4. Representatives of the President and the Governors of the State appointed under section 187A.
5. Power of Attorney holder of a member may vote by proxy, if authorised by such power of attorney.
17 November 2012
Who cannot appoint Proxy for a meeting?
The followings persons cannot appoint proxy to attend a general meeting of the company:—
1. A proxy cannot appoint a proxy. However, this general rule has certain exceptions as mentioned above.
2. A member of a company not having a share capital cannot appoint a proxy if the Articles does not provide otherwise.
3. Members of an independent private company unless the Articles provide otherwise. Section 176 does not apply to independent private company and consequently, this aspect will be regulated by the Articles of the concerned company.
The followings persons cannot appoint proxy to attend a general meeting of the company:—
1. A proxy cannot appoint a proxy. However, this general rule has certain exceptions as mentioned above.
2. A member of a company not having a share capital cannot appoint a proxy if the Articles does not provide otherwise.
3. Members of an independent private company unless the Articles provide otherwise. Section 176 does not apply to independent private company and consequently, this aspect will be regulated by the Articles of the concerned company.
17 November 2012
Appointment of number of proxies by a member
Section 176(1)(b) state that unless the Articles provide otherwise, a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion. However, a member of a public company can appoint more than one proxy to attend and vote at a meeting instead of himself.
The person who has been authorised by the creditor company to attend a meeting of debtor company, he need not hold proxy on behalf of the creditor company and he himself can nominate a representative to vote by proxy.
Appointment of number of proxies by a member
Section 176(1)(b) state that unless the Articles provide otherwise, a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion. However, a member of a public company can appoint more than one proxy to attend and vote at a meeting instead of himself.
The person who has been authorised by the creditor company to attend a meeting of debtor company, he need not hold proxy on behalf of the creditor company and he himself can nominate a representative to vote by proxy.
17 November 2012
Only individual can be appointed as a proxy
Any person whether he is member or not can be appointed as a proxy. He must be individual capable of attending and voting, at the meeting. There is no restriction in law about who can be appointed as proxy. Even the existing or proposed chairman of the company, director, secretary or any employee can be appointed as proxy. Even minor is capable of to be appointed as proxy as such appointment does not incur or undertake any liability or burden.
An artificial or judicial person cannot be appointed as proxy.
Only individual can be appointed as a proxy
Any person whether he is member or not can be appointed as a proxy. He must be individual capable of attending and voting, at the meeting. There is no restriction in law about who can be appointed as proxy. Even the existing or proposed chairman of the company, director, secretary or any employee can be appointed as proxy. Even minor is capable of to be appointed as proxy as such appointment does not incur or undertake any liability or burden.
An artificial or judicial person cannot be appointed as proxy.
17 November 2012
Articles of Association of a company may provide for larger number of members personally present as quorum, rather than 5 or 2 members personally present in case of public and private company respectively but it cannot be less than the minimum number of quorum required for the meeting.
It has been held in Hartly Bird Ltd. (1955) Ch, 143 that the quorum should be present at the time when the meeting begins to transact its business but it need not be present throughout or at the time of taking the vote on any resolution. In this connection, regulation 49 in Table 'A' also provides that the quorum shall be present at the time when the meeting proceeds to do business.
However, a single member present cannot by himself constitute a quorum but a single member quorum is valid if such a direction has been issued by the CLB/Tribunal under section 167 or 186
It has been held in Hartly Bird Ltd. (1955) Ch, 143 that the quorum should be present at the time when the meeting begins to transact its business but it need not be present throughout or at the time of taking the vote on any resolution. In this connection, regulation 49 in Table 'A' also provides that the quorum shall be present at the time when the meeting proceeds to do business.
However, a single member present cannot by himself constitute a quorum but a single member quorum is valid if such a direction has been issued by the CLB/Tribunal under section 167 or 186
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