AGM and BOARD MEETINGS

I'm not sure but there is currently no extension for conducting AGM through VC/OAVM post 30/06/2022 ,subject to not exceeded 15 Months from last meeting..

Pvt co which have member - directors are close in nature than subject to certain conditions you can call meeting on same day b/w 10AM-5PM ,Pre consent for shorter notice meeting should consented by at least 95% of member entitled to attend and vote...

for your last query ,it's strictly prohibited for exclusion of member disregarding how much he held ,except otherwise shares have been forfeited and it's completed....

Disclaimer - Views should not be considered legal opinion ...

Thanks, Chirag ji. We do have close family members owning 99.9%+ in the company. So for the Board meeting to approve financial documents we need 7-day notice. But for the AGM we ideally need 21 days notice; however what you are saying is that if it is preapproved by members lets say with email circulation to hold it with shorter notice, we can do the AGM same day as Board or even next day without 21 day notice. Is this a good understanding?

 

Regards

Dear Chirag ji - The way I read the act language - the act states that 95% members must agree for doing meeting with less than 21 day notice; however it seems this is NO of MEMBERS and NOT the 95% based on SHARES held by members. Therefore if out of 5 Members even if 4 hold 99% shares; and the 5th with 1% does not agree; it will still be 80% only. Am I reading it right ?

The other question is that can the NOTICE for board meeting to approve financial statements and NOTICE for AGM be sent on SAME DAY? This will save a week for AGM (as first has 7 day notice and second has 21 day notice)?

 

Regards

See ,
What the act says , With 95% Of members' entitled to attend an vote ', So you are right in 95% of members who have right to vote on resolutions , { In the case of EGM 95% of Voting power and not no strength ,it's a basic difference}

Board Meeting Time is 7 days - and you can also call it at shorter notice ( Subject to compliance of AOA ,Act and SS -1), here as per SS1 resolution can be passed if it's approved by majority of directors or Ratification by at least one I/D ( which is not the case here ) , Eg.company has 5 director ,4 ( Majority is present ) and then all agree on resolution then it's passed and CTC can be given , however if 3 are agree then draft resolution to be circulated to remaining absent 1 director and post his positive consent , resolution can be carried ...you should also take approval from majority of directors in each FY to circulate Note on agenda of UPSI nature at shorter notice ...


you can use any mode of sending notice for urgent business

once board meeting is conclude and keeping in mind the majority of promoter director ,CTC of resolution , Minutes can be kept handy and copied of minutes can be circulated to all directors present ( assuming all are present either physically or virtually ) ,and get consent and sign and date the minutes ...

Pvt company has to provide proxy u/s105 but it's exempted on condition of AOA ,else all 5 members give consent,so you have to check that what article says ? else 48 hrs time to be given for lodgment of proxy even close family members ,otherwise there is an exemption from certain conditons of general meeting to Pvt cos if articles says otherwise ,so you can generally send notice once the board meeting conclude on same day at shorter notice to members ...

so, it's practically possible ...if conditions satisfied ....

disclaimer.-. views expressed are personal view...