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Directors at agm

manpreet.kaur (Student) (184 Points)

26 September 2012

IS THR ANY SECTION WHICH CLEARY SAYS THAT NOTICE OF AGM HAS TO BE GIVEN TO DIRECTORS....?????

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(Guest)

Dear Manpreet,

As per Section 172(2) of the Companies Act 1956, Notice of every meeting of the company shall be given to:

i. every member;

ii. to the persons entitled to share in consequence of the death or insolvency of a member; and

iii. to the auditor or auditors for the time being of the company.

Thus, the Act is silent on serving directors a Notice of GM.

As per Joginder Singh Palte vs. Time Travels Pvt. Limited. (1984) 56 Com. Cases 103 (Cal.), a Managing Director of a company who is not a shareholder cannot challenge the regularity on the ground that no notice of the meeting was served on him. If this is the case with the Managing Director, then what can be said about other directors !

However, Secretarial Standards - 2 (on General Meetings) lay down that :

Notice in writing of every Meeting should be given to every Member of the company. Such Notice should also be given to the Directors {"whether members or not"} and Auditors of the company, to the Practising Company Secretary who has given the Compliance Certificate, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified recipients.

Thus, it is a good Secretarial Practice to serve a Notice of AGM to directors.

Warm Regards,

Veeral Gandhi

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 26 September 2012

Originally posted by : Veeral Gandhi
	Dear Manpreet, As per Section 172(2) of the Companies Act 1956, Notice of every meeting of the company shall be given to: i. every member; ii. to the persons entitled to share in consequence of the death or insolvency of a member; and iii. to the auditor or auditors for the time being of the company. Thus, the Act is silent on serving directors a Notice of GM. As per Joginder Singh Palte vs. Time Travels Pvt. Limited. (1984) 56 Com. Cases 103 (Cal.), a Managing Director of a company who is not a shareholder cannot challenge the regularity on the ground that no notice of the meeting was served on him. If this is the case with the Managing Director, then what can be said about other directors ! However, Secretarial Standards - 2 (on General Meetings) lay down that : Notice in writing of every Meeting should be given to every Member of the company. Such Notice should also be given to the Directors {"whether members or not"} and Auditors of the company, to the Practising Company Secretary who has given the Compliance Certificate, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified recipients. Thus, it is a good Secretarial Practice to serve a Notice of AGM to directors. Warm Regards, Veeral Gandhi