Director present at AGM

[trupti chavan]

Dear Professionals please answer the following queries:

1. Is it compulsory for Director to attend the AGM

In such case if no director is present at AGM, who shall be authorise to represent Company.

2. Can director (who is not shareholder of the Company ) be representative of the shareholder Company.

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TRUPTI C

 

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[csru...@gmail.com]

What is the status of the company. Is it public ltd or pvt ltd or listed one

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From: trupti chavan <truptic...@gmail.com>

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Date: Tue, 21 Jan 2014 14:46:59 +0530

To: <csmy...@googlegroups.com>

ReplyTo: csmy...@googlegroups.com

Subject: [CSMysore] Director present at AGM

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[trupti chavan]

The Company is Private Limited Company, Shareholders are foreign Companies.

[Venkat Ragavan]

For Pvt ltd company

1. Is it compulsory for Director to attend the AGM 

Not compulsory

2. Can director (who is not shareholder of the Company ) be representative of the shareholder Company

yes he/she can

[trupti chavan]

Dear Sir,

In case of question 2 will you please revert me with referred section or logic behind.

[Manoj Singh Bisht]

Trupti,

 

For Question No. 1

 

Directors presence is a good practise. Relevant provisions are as follows:

 

Companies Act, 1956 :  In case of Public Company with paid up capital of Rs. 5 crore or more, audit committee is a must. therefore Specific compulsion is envisaged by Section 192A of Companies Act, 1956 as the Chairman of audit committee (obviously, he is also a Director of the Company) is required to be present in the Annual General Meeting (not required by law to attend Extra Ordinary General Meetings) of the Company to provide clarification on any matter relating to audit.

 

Secretarial Standard on General Meetings (SS-2) states that  the Directors of the company should attend all Meetings of the company, particularly the Annual General Meeting, and should be seated with the Chairman. If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman should explain such absence at the Meeting. It further states that the Chairman of the Audit Committee, where such a Committee exists, should attend the Annual General Meeting.

 

Since it is a private limited company - answer to question no. 1 is NO but only if situation doesnt permit. Any person can represent the Company. Pls. refer to answer of question no. 2 below.

 

For question no. 2 -

 

Yes.  A body corporate can be represented by any person whether a Director or any other shareholder/ outsider. The Body Corporate/ Company shall pass a Board Resolution for authorising the said Director/ any other person to act as its representative.please refer to Section 113 of the Companies Act, 2013.

 

Also, please refer to provisions of  articles of association of your company.

 

This is per law as it stands today. Presently the Secretarial Standards are not mandatory. The Legal position may change once the revised Secretarial Standards are issued by the ICSI and would be made mandatory as stipulated in the companies act 2013 in times to come.

Regards

Manoj

[Venkat Ragavan]

Trupti,

A body corporate can be represented by any person whether a Director or any other shareholder/ outsider. The Body Corporate/ Company shall pass a Board Resolution for authorising the said Director/ any other person to act as its representative.please refer to Section 113 of the Companies Act, 2013.

[trupti chavan]

Thank you to Mr. Manoj Singh Bisht and Mr. Venkat Ragavan

[Sanjiv Ravindra]

Good Afternoon to All Members,

I have started my own CS Practice in Mumbai.  I need your esteem support for my practice.

Regards,

S.R.Desai

On Tue, Jan 21, 2014 at 2:53 PM, <csru...@gmail.com> wrote:

[mgra...@gmail.com]

Hi

1. Is it compulsory for Director to attend the AGM 

It is not mandatory under the companies Act but it is a good practice for the director to be present at the AGM. Quorum talkes about presence of members to commence AGM and not Directors. Even if directors are not present AGM can be held be electing one among the members present to chair the meeting.

 

2. Can director (who is not shareholder of the Company ) be representative of the shareholder Company.

Yes. corporate members are represented by a person authorised by the corporate member. Like, in a Government company, one of the officials of the Govt is appointed to represent the GOVT as a shareholder. The person representing the corporate member or Govt , are treated as shareholder and also as member present and counted for the purpose of quorum

regards-gopalrathnam