Board meeting, agm and egm

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

28 September 2013 RESPECTED SIR,
CAN WE BOARD MEETING, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETING HOLD IN SUNDAY IS IT POSSIBLE IF IT IS NOT POSSIBLE THEN SIR PLEASE GIVE ME REASON.
2. IN ANNUAL GENERAL MEETING & EXTRA ORDINARY GENERAL MEETING IN BOTH MEETINGS PLEASE SPECIFY THE GAP?

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013 Hi

You can call Board Meeting and EGM on public holiday, but you can not hold AGM on public holiday.

An extraordinary general meeting can be called on a day that is a public holiday unless the articles of the company provide otherwise. Therefore, an EGM can be called for a time outside business hours on a day that is a public holiday.

Annual General Meeting cannot be held on a public holiday:

Section 166(2) inter alia states that every annual general meeting shall be called on a day, which is not a public holiday.
It has been clarified by the Department vide Circular F. No. 8/23/(166)/69-CL-V that section 166 of the Companies Act deals with the actual period during which the annual general meeting is to be held. Sub-section (2) states that every annual general meeting shall be held on a day that is not a public holiday and this provision is mandatory. If the provision of section 166(2) are to be considered as 'merely regulatory' as suggested "shall be called" used in the section will ceased to have any meaning.

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013
Meaning of 'Public Holiday':

According to section 2(38) of the Companies Act, 1956 'public holiday' means a public holiday within the meaning of the Negotiable Instruments Act, 1881. Further, proviso to section 2(38) enacts that a day declared to be a public holiday by the Central Government shall not be a public holiday in relation to any meeting provided the declaration of holiday was notified after the issue of notice of convening such meeting. Provided that the holiday declared by banks for closure of half yearly accounts under the Negotiable Instruments Act, shall not be considered as a public holiday for the purpose of holding an annual general meeting.

The Department has vide Circular File No. 8/16(1)/61-PR stated that there is no contravention of section 166(2) if the adjourned annual general meeting comes to be accidentally held on a public holiday.

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013
Time of holding AGM may be fixed by articles or section 25 company may fix date and time of AGM by the Board of directors:

Section 166(2) of the Companies Act, 1956 does not make it absolutely obligatory on every company to hold its annual general meeting only on a day which is not a public holiday. In this connection, attention is invited to the provisions contained in the second proviso to sub-section (2) of section 166 of the Companies Act which enable a company to fix by its articles of association or by a resolution passed in one annual general meeting the time of its annual general meetings generally or any subsequent such meeting. A reference is also invited to the Central Government's order SO 1578, dated the 1st July, 1961 issued in exercise of the powers conferred by sub-section (6) of section 25, ibid which exempts wholly a company to which a licence has been granted under the said section, from the provisions of section 166(2), provided that the time, date and place of each annual general meeting are decided upon beforehand by the Board of directors having regard to the directions if any given by the company in general meeting.

Source: 8/5(166)/65-PR, dated 21-1-1963.

Ajay Mishra

Ajay Mishra (Expert)
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28 September 2013
Day of holding Board Meeting

Board meetings are normally held during business hours and on a day, which is not a public holiday. However, a Board meeting may validly be held on public holiday. Department has clarified vide Letter No. 8/11(285)/63-PR, dated 2-5-1963 that it would not raise any objection if an original Board meeting is held on a public holiday for the convenience of the directors although it considers that an original Board meeting should normally be held only on a working day.

Board meetings can be held at any place whether it be a company's registered office or head office or any other premises and whether or not it is within the same city, town, village or state in which the registered office of the company is situated. Board meeting can also be held at places other than these places including abroad.

As per provisions of section 288(1), if a Board meeting is adjourned for want of quorum then the adjourned meeting shall be held at the same day in the next week at the same time and place or if the day is a public holiday till the next succeeding day which is not a public holiday at the same time and place. Therefore, an adjourned meeting should be held only on a working day.

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