Pvt Co. AGM

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CS.Ranjani (Querist)

23 September 2009 Whether a closely held pvt co (not a subsidiary of any pub co.) with 2 directors and same 2 as shareholders both are NRI's, hold its AGM in a place outside india.

As per Sec 166(2) its states that agm to be held in the regd off or within the city limits, wheareas the second proviso (b) to the section states that a private company not a subsidiary of pub co may in the like manner and also by resol agred by all the members thereof fix the time as well as place for its AGM. If this is so can i interpret that a pvt co. can hold its AGM outside india.

Ankur Garg

Ankur Garg (Expert)

23 September 2009 Hi,

No you can not interpret like that.

Proviso to sub-section (2) is subject to the provision of section 166(2). A proviso can not over-rule or relax the provision of main body of section.

So you can not hold your AGM outside India.

Regards

CS.Ranjani

CS.Ranjani (Querist)

23 September 2009 thanks Mr. Ankur

but i came across a different conclusion to the query through an article in financial express, its link is given below & the article was written by a PCS, & Past President of ICSI stating that a pvt co not a subsidiary of public co can hold its agm any where in the world.

https://www.financialexpress.com/news/can-a-company-hold-agm-outside-india/72733/2

Is there any mca notification to the above?

Regards

Ankur Garg

Ankur Garg (Expert)

24 September 2009 Hi,

Totally disagree with the learned author. Reason being you can not quote this article in front of ROC if your practice objected by ROC.

This article is wholly based on interpretation of law in spite of the clear cut judgment of Supreme Court. I would advise you to focus on the SC judgment which says that the correct way to understand a proviso is to read it in the context and not in isolation.

Regards

Ankur Garg

Ankur Garg (Expert)

24 September 2009 Thanks very much for the link. Also share this kind of articles in the forum.

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