Place of agm of a private ltd company
This query is : Resolved
05 August 2013
Can a private limited company hold AGM in a place outside India as all the shareholders are foreigner?
05 August 2013
The section 166(2) answers your question. As per the provisions of section 166(2) of the Companies Act, the annual general meeting shall have to be called during the business hours on a day which should not be a public holiday and it shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate.
Therefore, the meeting can be held only in the city, town or village where the registered office of the company is situate and not elsewhere.
Therefore, the meeting can be held only in the city, town or village where the registered office of the company is situate and not elsewhere.
05 August 2013
Thanks for your reply.
But, some companies have passed special resolution in EGM for 1) holding AGM outside India & 2) authorizing board of directors to call AGM any other place and they have filed form 23 to MCA. In fact, I ve seen many companies having registered office at one place (e.g. Delhi) holding AGM at other place (e.g. Mumbai). I think they have used same provision. Actually, my doubt was whether companies can hold AGM outside India applying same provision of holding AGM any other place within India?
But, some companies have passed special resolution in EGM for 1) holding AGM outside India & 2) authorizing board of directors to call AGM any other place and they have filed form 23 to MCA. In fact, I ve seen many companies having registered office at one place (e.g. Delhi) holding AGM at other place (e.g. Mumbai). I think they have used same provision. Actually, my doubt was whether companies can hold AGM outside India applying same provision of holding AGM any other place within India?
05 August 2013
Hi
I agree with Sanjay Sir....
Section 166(2) of the Companies Act, provides that the annual general meeting shall be held at the registered office or at some other place within the city, town or village where the registered office of the company is situated. Due to rapid urbanisation the municipal limits of certain cities and towns tend to be extended and in that case the municipal limits, which are followed under the Companies Act and the postal limits may not coincide. The DCA have recognised this contingency and have advised vide Circular Letter No. 1/1/80-CL.V and No. 6/159/PT/64, dated 16-2-1981 that a company can hold its annual general meeting within the postal limits of the city in which the registered office is situated if it is more convenient to its shareholders.
I agree with Sanjay Sir....
Section 166(2) of the Companies Act, provides that the annual general meeting shall be held at the registered office or at some other place within the city, town or village where the registered office of the company is situated. Due to rapid urbanisation the municipal limits of certain cities and towns tend to be extended and in that case the municipal limits, which are followed under the Companies Act and the postal limits may not coincide. The DCA have recognised this contingency and have advised vide Circular Letter No. 1/1/80-CL.V and No. 6/159/PT/64, dated 16-2-1981 that a company can hold its annual general meeting within the postal limits of the city in which the registered office is situated if it is more convenient to its shareholders.
06 August 2013
166. ANNUAL GENERAL MEETING
(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it ; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next :
Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation ; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year :
Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate :
Provided that the Central Government may exempt any class of companies from the provisions of this sub-section subject to such conditions as it may impose :
Provided further that -
(a) a public company or a private company which is a subsidiary of a public company, may by its articles fix the time for its annual general meetings and may also by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings ; and
(b) a private company which is not a subsidiary of a public company, may in like manner and also by a resolution agreed to by all the members thereof, fix the times as well as the place for its annual general meeting.
These are the text of section 166. The companies which have passed such resolution have resorted to (b) above where they are allowed fix the time as well as place for its AGM. But in my view this place should be within the meaning of place as stated in section 166(2). Some companies use these text to fix the place of AGM anywhere.
So you can also pass such resolution agreed by all the members to fix the place of AGM.
(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it ; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next :
Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation ; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year :
Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate :
Provided that the Central Government may exempt any class of companies from the provisions of this sub-section subject to such conditions as it may impose :
Provided further that -
(a) a public company or a private company which is a subsidiary of a public company, may by its articles fix the time for its annual general meetings and may also by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings ; and
(b) a private company which is not a subsidiary of a public company, may in like manner and also by a resolution agreed to by all the members thereof, fix the times as well as the place for its annual general meeting.
These are the text of section 166. The companies which have passed such resolution have resorted to (b) above where they are allowed fix the time as well as place for its AGM. But in my view this place should be within the meaning of place as stated in section 166(2). Some companies use these text to fix the place of AGM anywhere.
So you can also pass such resolution agreed by all the members to fix the place of AGM.
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