Approval in agm

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This discussion clarifies the outcome of an AGM where not all members attended and resolutions weren't approved by those present. It confirms that if a majority of shares (over 50%) vote in favour, the resolutions are considered passed, even if a lower percentage of total members attended. The query also addresses whether dissenting shareholders can approach the NCLT, with the advice that they generally cannot in this scenario.

Kavita R

Kavita R (Querist)
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30 December 2021 In one ABC pvt ltd the agm was held through vc and the some of the members attended (52%) and some did not. The members who attended the agm did not approve the resolution u/s 180 and regularisation of director . If the member holding majority shares (51%) have approved the resolutions then can we pass the resolutions and consider it as passed or what is the remedy for this. Also let me know can the opposite shareholder approach NCLT in this matter.

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)
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30 December 2021 Yes, the resolution is considered as passed, person holding more than 50% approved it.
Other share holders can't approach NCLT.

Kavita R

Kavita R (Querist)
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30 December 2021 Thank you sir. But here the members present were only 52% . For special resolution 75% majority is required. Kindly clarify if the 75% of the members present in the meeting or the total shareholders to be considered.

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)
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30 December 2021 Special resolution not required.
Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.

Kavita R

Kavita R (Querist)
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31 December 2021 Thank you sir for giving a quick reply.

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