Short notice of agm
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
16 April 2013
If there is a short notice of AGM and Form 22 has not been obtained from the shareholders which is a pre requisite, can the offence be compounded under the Indian Companies Act?
19 April 2013
Hi,
I cannot find any compounding provisions. However it may be noted that you cannot ask for post facto consent for the shorter Notice for EGM/AGM. Please also note that in case the resolutions are passed without complying the provisions of minimum notice period they can be ratified only by the members in the next General Meeting.
I cannot find any compounding provisions. However it may be noted that you cannot ask for post facto consent for the shorter Notice for EGM/AGM. Please also note that in case the resolutions are passed without complying the provisions of minimum notice period they can be ratified only by the members in the next General Meeting.
Querist : Anonymous
Querist :
Anonymous
(Querist)
19 April 2013
Under which provision/s, can the resolutions be ratified, if the meeting itself is invalid, as Form 22 as prescribed has not been obtained by the Company from the shareholders.
25 July 2025
Great question about AGM short notice and ratification! Here's a detailed explanation:
---
### 1. **Short Notice of AGM & Form 22**
* Under the **Companies Act, 2013** (or earlier Act depending on the year), **minimum 21 days’ notice** is required to call an AGM.
* **Form 22** is a consent form from shareholders agreeing to shorter notice for the meeting.
* If Form 22 is **not obtained** and AGM is convened with **short notice**, it amounts to **non-compliance** with notice requirements.
---
### 2. **Validity of Resolutions Passed at Short-Notice AGM Without Form 22**
* If the meeting is called with **short notice** without obtaining Form 22 (consent), such meeting may be **invalid or voidable**.
* However, to **validate/ratify** such resolutions passed at invalid AGM, members can approve the resolutions **in the next General Meeting** with proper notice.
---
### 3. **Compounding of Offence**
* Regarding **compounding**, the Companies Act provides compounding provisions for certain offences under **Section 441** of the Companies Act, 2013.
* But for **notice-related procedural non-compliances**, compounding is not always straightforward.
* Typically, if Form 22 is not obtained, and shorter notice AGM is called, **there is no explicit compounding provision** for this breach.
* The practical route is to **rectify via ratification** in subsequent meeting.
---
### 4. **Ratification Provisions**
* The ratification is generally based on principles of **company law and equity** rather than a specific section.
* However, related provisions such as **Section 62(3)(b)** (for shares) and **Section 114** (Power of Tribunal to grant relief in case of procedural irregularities) might be indirectly relied on.
* The **Supreme Court and NCLT** have held that members’ approval in a subsequent meeting may cure procedural defects.
---
### 5. **Summary**
| Issue | Position |
| -------------------------------- | --------------------------------------------------------- |
| Short Notice AGM without Form 22 | Meeting & resolutions may be invalid |
| Compounding | No specific compounding provision available |
| Ratification | Resolutions can be ratified in next GM with proper notice |
| Legal Recourse | NCLT/Tribunal relief possible if dispute arises |
---
### **What to do?**
* Convene the **next General Meeting** with proper notice.
* Place the **invalid resolutions for ratification** and get members’ approval.
* Document the ratification properly in minutes.
* Consult legal counsel if dispute arises.
---
If you want, I can help draft a sample notice for ratification or advise on related forms. Would you like that?
---
### 1. **Short Notice of AGM & Form 22**
* Under the **Companies Act, 2013** (or earlier Act depending on the year), **minimum 21 days’ notice** is required to call an AGM.
* **Form 22** is a consent form from shareholders agreeing to shorter notice for the meeting.
* If Form 22 is **not obtained** and AGM is convened with **short notice**, it amounts to **non-compliance** with notice requirements.
---
### 2. **Validity of Resolutions Passed at Short-Notice AGM Without Form 22**
* If the meeting is called with **short notice** without obtaining Form 22 (consent), such meeting may be **invalid or voidable**.
* However, to **validate/ratify** such resolutions passed at invalid AGM, members can approve the resolutions **in the next General Meeting** with proper notice.
---
### 3. **Compounding of Offence**
* Regarding **compounding**, the Companies Act provides compounding provisions for certain offences under **Section 441** of the Companies Act, 2013.
* But for **notice-related procedural non-compliances**, compounding is not always straightforward.
* Typically, if Form 22 is not obtained, and shorter notice AGM is called, **there is no explicit compounding provision** for this breach.
* The practical route is to **rectify via ratification** in subsequent meeting.
---
### 4. **Ratification Provisions**
* The ratification is generally based on principles of **company law and equity** rather than a specific section.
* However, related provisions such as **Section 62(3)(b)** (for shares) and **Section 114** (Power of Tribunal to grant relief in case of procedural irregularities) might be indirectly relied on.
* The **Supreme Court and NCLT** have held that members’ approval in a subsequent meeting may cure procedural defects.
---
### 5. **Summary**
| Issue | Position |
| -------------------------------- | --------------------------------------------------------- |
| Short Notice AGM without Form 22 | Meeting & resolutions may be invalid |
| Compounding | No specific compounding provision available |
| Ratification | Resolutions can be ratified in next GM with proper notice |
| Legal Recourse | NCLT/Tribunal relief possible if dispute arises |
---
### **What to do?**
* Convene the **next General Meeting** with proper notice.
* Place the **invalid resolutions for ratification** and get members’ approval.
* Document the ratification properly in minutes.
* Consult legal counsel if dispute arises.
---
If you want, I can help draft a sample notice for ratification or advise on related forms. Would you like that?
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