Place for Holding AGM

This query is : Resolved 

10 January 2011

Can anyone tell me that whether a private company can hold its AGM at a place other than the Registered office ie a company having its registered ofice at 'kolhapur' can hold its AGM at 'Mumbai' with the consent of all its members.

Proviso to the Sub sec (2)of Sec 166 provides that a private company can decide its place of AGM by passing a resolution with the consent of all the members of the company.

Kindly explain with reasons and case laws if possible.

Jayashree S Iyer (Expert)
11 January 2011

The purpose of holding the annual general meeting at the registered office or at some other place within the city, town or village in which the registered office of the company is situate is to provide opportunity to all the members to attend the meeting and enable them to inspect books of accounts and other statutory registers, etc. which are kept at the registered office of the company.

However if all the members of a private company consent to hold the annual general meeting at a place and time convenient to them they can do so by passing a resolution as provided in proviso to Section 166(2).

The reason for this is that it is consented to by all the members. In a private company where there are restrictions on share transfers and the number of shareholders it's possible to get such a consent. However in case of a public company where the shareholding is quite vast it may not be practically feasible.

Views of other collegues in the Forum?

udit sharma (Expert)
11 January 2011

Perfect reply to ur query!

Seema Pant (Querist)
11 January 2011

Thanks Jayashree for promt reply but i want to know whether MCA has passed any circular in this respect or there is any particular case law decided by the Supreme Court on the same point.

Jayashree S Iyer (Expert)
11 January 2011

I am not aware of any case law or circular on the captioned subject.

However the provisions of Section 166(2) itself is so clear that it doesn't need any further evidence to support our interpretation / views.

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