Can AGM be conducted outside India by passing a resolution among members

[Raji Ramachandran]

Dear All,

 

Can AGM be conducted outside India by passing a resolution among members??

 

 

Regards,

Raji Kumar

[raji ramachandran]

Guys,

 

If possible please reply.

Regards,

Raji Kumar

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[C Karunakaran Raja]

Dear All,

Refer section 266 (2) (b) of the companies act - holding of agm outside 

india.

(b) a private company which is not a subsidiary of a public company, may in 

like manner and also by a resolution agreed to by all the members thereof, 

fix the times as well at the place for its annual general meeting.]

Moreover, S.171 to 186 could be made not applicable for Private Companies.

With Regards

C Karunakaran Raja

All the riches in the world can't match the wealth of education.

[Premnarayan Tripathi]

Dear Friends,

 

I have read one article on the matter in the financial express. Produced below fyr;

 

Link: http://www.financialexpress.com/news/can-a-company-hold-agm-outside-india/72733/2

Can a company hold AGM outside India?

Dec 25 2005, 00:59 IST

Tags:

A private company registered in India, a wholly-owned subsidiary of a US company, wants to hold annual general meeting (AGM) of the Indian company in New York. Does the Indian corporate law permit this?

Section 166(1) of the Companies Act 1956 (CA) provides: Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting. According to section 166(2) every AGM must be held either at the registered office of the company or within the city, town or village in which the registered office is situated. An AGM cannot be held elsewhere.

Then sub-section (2) has a two exceptions stated in its two provisos. According to clause (b) of the second, a private company, which is not a subsidiary of a public company (simplicitor private company) can fix the place for all its AGMs by its articles or by a resolution passed in an AGM or by a resolution agreed to by all the members of the company, ie by unanimous consent of all its members. This resolution need not be passed at a general meeting of the company, since it is required to be "agreed to" by all the members. Such a resolution can be passed by obtaining individual consent of each member without holding a meeting.

By any of these methods a simplicitor private company can decide to hold an AGM other than the place specified in sub-section (2), namely the registered office of the company or some other place within the city, town or village in which the registered office of the company is situated. Such place can be outside the city, town or village in which the registered office of the company is situated or even any other city, town or place within India, or outside India.

What reflects on this conclusion is the rule of interpretation that courts have evolved, and the specific rule that has a role to play here is the one concerning interpretation of a 'proviso'. The proviso is a clause or a paragraph in a statute that begins with the words "provided that" and creates an exception to the main clause to which it is appended.

The proper function of a proviso is that it qualifies the generality of the main enactment by providing an exception and taking it out as it were, from the main enactment, a portion which, but for the proviso would fall within the main enactment. It was held by the Supreme Court in Balchandra Anantrao Rakvi v Ramchandra Tukaram (2001) 8 SCC 616 that the correct way to understand a proviso is to read it in the context and not in isolation.

As the normal function of a proviso is to carve out an exception to the main or substantive provision to which the proviso is appended, clause (b) to the second proviso clearly seeks to create an exception to the requirement specified in the main provision in sub-section (2), namely, every AGM shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.

Section 166 was recast in 1960 on the recommendation of the Companies Act Amendment Committee. The committee had recommended in para 69 of its report as follows: "It may also be provided that, so far as private companies are concerned, general meetings might be held at such times and places as may be unanimously agreed to by the shareholders. In the notes on clauses appended to the Amendment Act it was clarified that "The provisions of section 166 cause unnecessary inconvenience to non-profit making and certain other companies in that they cannot hold AGMs at a time and place more convenient to their members, in view of the rigid requirements of the present section. It is proposed to remove these defects from the section on the lines suggested in para 69 of the report."

The position of the proviso and the legislative history of sub-section(2) make it clear that the purpose of the second proviso was to carve out an exception to the whole of the substantive provision in that sub-section. In conclusion, a private company which is not a subsidiary of a public company may, by any of the three methods, decide to hold its AGM at any place in the world.

—The author is practising company secretary and past president, The Institute of Company Secretaries of India

Thanks & regards,

CS. Premnarayan Tripathi

PRT & Associates,

Company Secretaries

201, Sarthik Square, Nr. GNFC Info Tower,

S G Highway, Ahmedabad - 380054

(M): +91 89800 26497

E-mail: premnar...@gmail.com

[raji ramachandran]

Dear All,

Thanks a lot for a prompt and a quick reply.

 

Regards,

Raji Kumar

[Shrikanth Vasudev]

Its not Sec 266, its 166.

[raji ramachandran]

Dear All,

 

Can any one provide me a drafted resolution to be approved by members to hold the Annual General Meeting outside INDIA.

 

Can this resolution be passed by circulation or signatures of each members are mandatory????

Thanks & Regards,

Raji Kumar