If a Company is having a shareholder which is another Company and the first mentioned Company is holding AGM at shorter Notice then can a nominee of the shareholder company sign the Consent Letter on the basis of the nomination letter or a Board Resolution is necessary authorizing him to sign the consent letter?
31 October 2011
Board resolution would be preferable.
If board resolution has been received at the time of subscription of shares and authorising any person to act on its behalf and not been revoked till date then the same also could help.
31 October 2011
Board resolution is necessary for authorizing the person. Please see provisions of Sec 187(2) of the Companies Act, 1956 in this regard.
31 October 2011
When any one is appointed Noiminee to Attend the AGM and represent the Company at the AGM of another Company then the Board Resolution under Section 187 of the Companies Act is required and it should be drafterd in such way to cover all the issues like ....Mr.X and failing him Mr.Y be and are hereby appointed to attend the AGM of ..ABC Ld. vote thereat for and on behalf of the Company, appoint proxy, accept Notice. give consent to Shorter Notice......etc."
Board must authorise the appointed Nominee to give consent to Shorter Notice as every action in Company needs authorisation and cannot be taken implied.
Act is silent on this we have to infer all this from different Court Rulings...
Get authorisation to give consent to Shorter Notice at General Meeings via Board Resolution.
Thanks for all the replies. I have one more doubt. Whether for every annual general meeting a separate board resolution like this needed or is it enough if the resolution is passed once for all the AGMs and EGMs to be held
01 November 2011
Yes it depends upon the wording of the Resolution if it is drafted in a way to appoint for one Meeting only then next time resolution shall be required but if it is worded as to give authority till next resolution then not needed.
CAclubindia
