MEETINGS
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
20 October 2010
ACCIDENTAL OMISSION TO SEND THE NOTICE TO MEETING:
IN CASE THERE ARE 50 SHAREHOLDERS AND OUT OF 50, 2 SHAREHOLDERS DINT RECEIVE THE NOTICE OF THE MEETING TO BE HELD. THESE 2 SHAREHOLDERS HOLD SHARES NEARING 50000 OUT OF 60000 SHARES..........
CAN THE MEETING TO BE HELD BE CANCELLED?
IN CASE THERE ARE 50 SHAREHOLDERS AND OUT OF 50, 2 SHAREHOLDERS DINT RECEIVE THE NOTICE OF THE MEETING TO BE HELD. THESE 2 SHAREHOLDERS HOLD SHARES NEARING 50000 OUT OF 60000 SHARES..........
CAN THE MEETING TO BE HELD BE CANCELLED?
20 October 2010
Hi
Meeting can be adjourn, if the quorum is not present, but in your case only two shareholders are not present, it is not a ground to cancel the meeting.
In case of private company only two members or 5 members should be personally present in case of public company, unless the article provides otherwise for conducting general meeting.
regards
Meeting can be adjourn, if the quorum is not present, but in your case only two shareholders are not present, it is not a ground to cancel the meeting.
In case of private company only two members or 5 members should be personally present in case of public company, unless the article provides otherwise for conducting general meeting.
regards
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Querist : Anonymous
Querist :
Anonymous
(Querist)
20 October 2010
SO ONLY BASED ON SHAREHOLDERS THE DECISION TO BE MADE AND NOT SHAREHOLDING RIGHT SIR?
03 August 2024
In the case of an accidental omission to send the notice of a meeting to certain shareholders, the legality of the meeting and the steps to address the issue depend on the specific circumstances and provisions of the Companies Act, 2013. Here’s a detailed analysis:
### 1. **Impact of Omission of Notice**
**Legality of the Meeting:**
- **Valid Meeting Requirement:** Under the Companies Act, 2013, for a meeting to be legally valid, all shareholders entitled to attend and vote should ideally receive the notice of the meeting. The failure to send notices to certain shareholders can raise questions about the validity of the meeting.
- **Majority Shareholding:** If the shareholders who did not receive the notice hold a substantial portion of the shares (e.g., 50,000 out of 60,000 shares), their absence can have significant implications. However, the decision to cancel or proceed with the meeting depends on several factors:
- **Validity of Resolutions:** Resolutions passed at a meeting where some shareholders did not receive proper notice might be challenged. If these shareholders decide to challenge the validity of the meeting or the resolutions passed, this could potentially lead to legal disputes.
### 2. **Addressing the Omission**
**Options Available:**
- **Re-scheduling the Meeting:** The prudent course of action is to reschedule the meeting and ensure that all shareholders receive the notice. This can prevent any potential disputes and ensure that all shareholders have the opportunity to participate and vote.
- **Confirming Notice:** Ensure that the notice is sent properly to all shareholders and confirm receipt to avoid similar issues in the future.
### 3. **Decision Based on Shareholding vs. Shareholders**
- **Shareholding and Shareholders:** While the number of shareholders is crucial, the percentage of shareholding also plays a significant role. In your scenario, the two shareholders collectively hold a significant portion (approximately 83%) of the total shares. Their participation is essential for the meeting’s decisions to be considered representative and valid.
- **Decision to Cancel:** The decision to cancel or proceed with the meeting should be based on the legal requirements and the potential impact of the omission. The absence of a significant portion of shareholders (in terms of shareholding) can indeed affect the validity and outcome of the meeting.
### 4. **Legal and Compliance Considerations**
**Company Secretary or Legal Advisor Consultation:**
- **Consultation:** It is advisable to consult with a company secretary or legal advisor to understand the specific implications of the omission and to ensure compliance with legal requirements. They can provide guidance on whether the meeting should be canceled or rescheduled and help with the appropriate course of action.
### Summary
- **Validity of Meeting:** A meeting where significant shareholders did not receive the notice might be questioned for validity. It is generally advisable to reschedule the meeting to ensure that all shareholders are informed and can participate.
- **Rescheduling:** To avoid legal complications and ensure fairness, rescheduling the meeting and ensuring proper notice to all shareholders is the best approach.
- **Consult a Professional:** For precise guidance, consult with a company secretary or legal expert familiar with corporate governance and the Companies Act, 2013.
Taking these steps ensures that the meeting complies with legal requirements and maintains shareholder confidence.
### 1. **Impact of Omission of Notice**
**Legality of the Meeting:**
- **Valid Meeting Requirement:** Under the Companies Act, 2013, for a meeting to be legally valid, all shareholders entitled to attend and vote should ideally receive the notice of the meeting. The failure to send notices to certain shareholders can raise questions about the validity of the meeting.
- **Majority Shareholding:** If the shareholders who did not receive the notice hold a substantial portion of the shares (e.g., 50,000 out of 60,000 shares), their absence can have significant implications. However, the decision to cancel or proceed with the meeting depends on several factors:
- **Validity of Resolutions:** Resolutions passed at a meeting where some shareholders did not receive proper notice might be challenged. If these shareholders decide to challenge the validity of the meeting or the resolutions passed, this could potentially lead to legal disputes.
### 2. **Addressing the Omission**
**Options Available:**
- **Re-scheduling the Meeting:** The prudent course of action is to reschedule the meeting and ensure that all shareholders receive the notice. This can prevent any potential disputes and ensure that all shareholders have the opportunity to participate and vote.
- **Confirming Notice:** Ensure that the notice is sent properly to all shareholders and confirm receipt to avoid similar issues in the future.
### 3. **Decision Based on Shareholding vs. Shareholders**
- **Shareholding and Shareholders:** While the number of shareholders is crucial, the percentage of shareholding also plays a significant role. In your scenario, the two shareholders collectively hold a significant portion (approximately 83%) of the total shares. Their participation is essential for the meeting’s decisions to be considered representative and valid.
- **Decision to Cancel:** The decision to cancel or proceed with the meeting should be based on the legal requirements and the potential impact of the omission. The absence of a significant portion of shareholders (in terms of shareholding) can indeed affect the validity and outcome of the meeting.
### 4. **Legal and Compliance Considerations**
**Company Secretary or Legal Advisor Consultation:**
- **Consultation:** It is advisable to consult with a company secretary or legal advisor to understand the specific implications of the omission and to ensure compliance with legal requirements. They can provide guidance on whether the meeting should be canceled or rescheduled and help with the appropriate course of action.
### Summary
- **Validity of Meeting:** A meeting where significant shareholders did not receive the notice might be questioned for validity. It is generally advisable to reschedule the meeting to ensure that all shareholders are informed and can participate.
- **Rescheduling:** To avoid legal complications and ensure fairness, rescheduling the meeting and ensuring proper notice to all shareholders is the best approach.
- **Consult a Professional:** For precise guidance, consult with a company secretary or legal expert familiar with corporate governance and the Companies Act, 2013.
Taking these steps ensures that the meeting complies with legal requirements and maintains shareholder confidence.
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