Section 219

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Querist : Anonymous

Querist : Anonymous (Querist)

23 September 2013 is it compulsory to take consent of all shareholders for giving balance sheet & p/l for less than 21 days separately. if yes than what is specific format for it, or we can assume that , this consent also covered in form 22A.

Ajay Mishra

Ajay Mishra (Expert)
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23 September 2013
Calling of a general meeting at shorter notice:

Section 171(2) of the Act, provides that a general meeting of a company can be called by giving shorter notice of less than 21 days, subject to the fulfillment of the following conditions:—
(i) In the case of an annual general meeting, it should be consented by all the members entitled to vote thereat; and
(ii) In the case of any other meeting of members, it should be consented by members holding not less than 95% of the paid-up share capital, having a right to vote at the meeting. In the case of a company not having a share capital, the proposal must be approved by members holding not less than 95% of the total voting power.
Members shall give their consent in the prescribed Form 22A for convening a general meeting by shorter notice. The consent shall be obtained from the members entitled to attend the meeting either before or at the time of the meeting. (Appendix 1).
Sub-section (2) of section 171 is mandatory and consents means 'consent of members entitled to attend and vote' and 'not of members entitled to vote and present'. [N.V.R. Nagappa Chettiar v Madras Race Club (1949) 19 Comp Cas 175 (Mad)].
Even though consent of shareholders to shorter notice for meeting at which a special resolution is passed, is not obtained prior to meeting, the consent obtained thereafter would validate the resolution. [Parikh Engg. & Body Building Co. Ltd., In re (1975) 45 Comp Cas 157 (Pat)].
Shareholders may validate by post consent a resolution passed at a meeting called on a shorter notice. [Self Help (P) Industrial Estate (P) Ltd., In re (1972) 42 Comp Cas 605 (Mad)].

Ajay Mishra

Ajay Mishra (Expert)
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23 September 2013

Specimen of Form 22A
Consent by shareholder for shorter notice
[Pursuant to section 171(2)]

To,
The Board of directors
Abha Jaiswal Consultants Ltd.
132, Mahavir Nagar
Indore (M.P.)
I, Pramod Jain S/o Shri Sheel Chand Jain, R/o Bamor Kala, District Shivpuri (M.P.) holding 1,000 equity shares of Rs. 100 each in the company in my own name, hereby give consent, pursuant to section 171(2) of the Companies Act, 1956, to hold the Annual General Meeting on 30th September, 2005 at shorter notice.

Ajay Mishra
Indore

Date:

Querist : Anonymous

Querist : Anonymous (Querist)

25 September 2013 dear Ajay ji,

My query is not realted to section 171, it is realted to section 219(1) proviso (c)

"(c) if the copies of the documents aforesaid are sent less than twenty-one days before the date of the meeting, they
shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to vote
at the meeting."
THERE IS NEED TO TAKE CONSENT FOR THE ABOVE PURPOSE IF YES THEN WHAT IS SPECIFIC FORMAT FOR THE SAME. OR WE CAN ASSUME THAT IT IS THE PART OF FORM 22A

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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23 July 2025 Under Section 219(1) of the Companies Act, 2013, the law stipulates that the financial statements (Balance Sheet, Profit & Loss Account, etc.) must be sent to the shareholders 21 days before the Annual General Meeting (AGM). However, if the company fails to send the documents at least 21 days prior to the AGM, Section 219(1)(c) provides an exception.

Key Provisions of Section 219(1)(c):
Consent Requirement: If the financial documents (Balance Sheet, Profit & Loss Account, etc.) are sent less than 21 days before the meeting, the documents will still be considered as duly sent only if all members entitled to vote at the meeting agree to this shorter notice period.

Consent in Writing: The consent must be explicitly given by all members entitled to vote. This means that the company must obtain written consent from all shareholders who are entitled to vote at the AGM.

Not Covered by Form 22A: The consent cannot be assumed to be covered under Form 22A or any other corporate filings. Form 22A primarily deals with the filing of the resolution passed at the AGM (especially for certain resolutions). It does not automatically cover the consent of shareholders for sending financial statements less than 21 days in advance.

Specific Format for Obtaining Consent:
The consent should be obtained in writing from each shareholder before the AGM. There is no specific prescribed format under the Act, but the company can use a simple written consent form or resolution that includes the following details:

[Company Name]

Consent for Sending Financial Statements Less Than 21 Days Before AGM

Date: [Insert Date]

To,
The Board of Directors,
[Company Name]

Subject: Consent for Sending Financial Statements Less Than 21 Days Before AGM

I, [Shareholder Name], holding [No. of shares] shares in [Company Name], being entitled to vote at the Annual General Meeting (AGM) of the company, hereby give my consent to the company to send the financial statements (Balance Sheet, Profit & Loss Account, etc.) less than 21 days before the date of the [Date of AGM].

I agree to the same and understand that this consent is provided in accordance with Section 219(1)(c) of the Companies Act, 2013.

Signature:
Name of Shareholder:
Folio Number / DP ID & Client ID:
Date:

This document can be signed by each shareholder entitled to vote, and the signed consents must be collected and retained by the company. The company secretary or the company's representative will confirm that the consents have been obtained before proceeding with the AGM.

Important Notes:
Board Resolution: The board should pass a resolution confirming the receipt of consent from all shareholders for sending the financial statements less than 21 days before the AGM.

Filing Requirements: While there is no separate filing required for this consent, the Board's resolution and minutes of the meeting must be carefully recorded. The company should also ensure that this matter is disclosed in the AGM minutes.

Non-Compliance: If the company does not obtain consent from all members, the documents will not be deemed duly sent, and the AGM may be considered invalid. Therefore, it is essential to get explicit consent in writing from all members.

Conclusion:
Yes, it is mandatory to take written consent from all shareholders entitled to vote before sending the financial documents less than 21 days before the AGM, as per Section 219(1)(c). This consent cannot be assumed to be covered under Form 22A. A simple consent letter or resolution format can be used, as outlined above.

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