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AGM Via Video Conference or Online Mechanisms

kings22 (Shareholder) (123 Points)

02 November 2020  

Hello - Looking for some guidance and help for easy way to do this. I am Shareholder No 2 below for this small Private Limited Company with 5 Shareholders. Shareholder and Director Details are below 

(a) Shareholder 1 - 50.08% (India), Also Director and Chairperson

(b) Shareholder 2 - 24.94% (Foreign), Also Director 

(c) Shareholder 3 - 24.94% (Foreign), Also Director 

(d) Shareholder 4 - 0.02% (India), Also Director 

(e) Shareholder 5 - 0.02% (India), Not a Director 

The company wants to hold the AGM to approve the Board report and Financial Statements

(1) Can this AGM be held online when Shareholder 3 and 4 are abroad?

(2) Do Shareholder 4 and 5 need to be invited to AGM? Do they have any voting rights with each holding 2 out of 10000 shares ? 

(3) Shareholder 2 has Proxy from Shareholder 1 and 3 - so controls 99.96% . Is an AGM even needed in this situation ? 

(4) Who is Invited to AGM - is it just Shareholders or also all Directors? Who else?

(5) Who initates the request to hold AGM ? Can you please help share the process ? I am new to how this is done in India. 

(6) Is AGM by video / online on option only for this year 2020 or is that also an option for future years as per Indian law? 

(7) Can a Indian Director and 1 Foreign Director sign on Auditor report and Annual reports ?

Much appreciate the help. This is a small company. Shareholder 1, 2 and 3 are same family. Shareholder 4 and 5 are outsiders and we are trying to understand the best way to do this.

 


 7 Replies

pritesh (delhi) (715 Points)
Replied 04 November 2020

1- yes
2. yes
3. proxy is disallowed in agm through vc
4. directors and shareholders auditors even special invitees also
5. directors an in falling of them shareholders
6. only for 2020
7. yes but date should be different

further any query u can call me 7015818320
cs Pritesh Jain

kings22 (Shareholder) (123 Points)
Replied 04 November 2020

Dear Pritesh ji -

Thank you for your message and sharing these details. Very helpful.

I will save your number for future and I am sure there may be opportunities to work together.

Regards

kings22 (Shareholder) (123 Points)
Replied 04 November 2020

Thanks again. I had three more quick questions

1- Can shareholders with 0.02% shares propose an agenda item for the general meeting  or AGM meeting ?

2- Can a director propose an agenda item for the general meeting or AGM meeting ?

3- Are there any grounds for refusal to accept a proposed agenda item?

Regards

pritesh (delhi) (715 Points)
Replied 06 November 2020

1. yes
2. yes
3. yes minimum shareholding 10%
1 Like

kings22 (Shareholder) (123 Points)
Replied 06 November 2020

Thank You again . This tells me that agenda item for shareholders with 0.02% can be rejected. 

Are there any grounds for rejecting agenda item proposed by a director?

One more question - if there is disagreement on financial statements between Directors and 3 are saying one thing  (total 99.6% Shares) and 1 is not agreeing; with voting this can be still passed with show of hands by the 3 who have same opinion - right ? 

Do auditor and CS attend these meetings ? or are they required?

 

pritesh (delhi) (715 Points)
Replied 08 November 2020

See you are mixing two items board meeting and general meeting. board meeting can be conducted by directors and there is disagreement between them than negative vote should be mentioned in minutes of meeting so that in future if there is fraud than that director have plea before court. and in general meeting it is between shareholder here there is no directior role counts. they only propose the agenda item and shareholders votes on them accordingly. and for passing the resolution majority counts whether in bm or gm.

yes auditor and cs can attend the meeting through special invitation.
1 Like

SOW (9 Points)
Replied 24 January 2021

If I conduct AGM for the year 2020 in 2021 and also 2021s AGM in 2021, then 15 months time gap will not be fulfilled right? Then what to do???

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