quorum for the agm

[INDRANI SANKA]

Dear Friends,

 

in case of a private limited company, can proxy be counted for the quorum on taking the benefit of Section 170 of the Companies, if my articles permits me to  do so.

 

 

Please share your views in this regard.

 

Thanks,

Indrani

[Soumitra Chawathe]

Hi,


Section 174: .—(1) Unless the articles of the company provide
for a large number, five members personally present in the case of [public
company (other than a public company which has become such by virtue of
section 43A), and two members personally present in the case of any other company,] shall be the quorum for a meeting of the company.

Section 170(1)(ii) provides that - .....shall, unless otherwise specified therein or unless the articles of the company otherwise provide, apply with respect to general meetings of a
private company which is not a subsidiary of a public company.

So it has to be expressly mentioned in the AOA that the provisions of Section 171-185 shall not apply to the general meetings of the Company and proxies shall constitute valid quorum if both the members are absent. I feel then you can take the benefit of Section 170

Contrary views solicited.

CS Soumitra Chawathe
Pune

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[INDRANI SANKA]

Thank you sir. it is mentioned so in the articles.

 

 

Regards,

indrani

[Jayashree Chandrasekaran]

I feel that AOA cannot override the Act and hence 2 members will have to be present

Jayashree

C.JAYASHREE

PARTNER

S.GANESH&ASSOCIATES

CHENNAI

98840 17120

[Achuthan Raghav]

I feel that AOA is not overriding the act, since the act itself provides that, if provided in the articles, these sections shall not apply to private companies.

Section 170(1)(ii) provides that - .....shall, unless otherwise specified therein or unless the articles of the company otherwise provide, apply with respect to general meetings of a private company which is not a subsidiary of a public company.

Other views invited...

 

Regards,

Achuthan.R

I'm sure that someday children in schools will study the history of the men who made war as you study an absurdity. They'll be shocked, just as today we're shocked with cannibalism. -Golda Meir, Israeli Prime Minister (1898-1978)

 

I hope this happens in dreams atleast... Achuthan...

[INDRANI SANKA]

How is it that AOA is over ridding the act when section 170 gives the benefit to a private limited company.

 

I'm unable to understand the logic.

 

Thanks,

Indrani

[karna1711]

Dear All,

Albeit the sec 170 provides for otherwise... sec 174 contains the
words members personally present. if that is the case so, proxy can
not be counted for the purpose of computation of no of members.
proxies are representatives of members for the purpose of general
meeting and not for anything else. otherwise basic concept of company
is violated.. Moreover concept of proxy is meant to assist the members
in case of their absent and to put vote on poll. Proxy cant question
and speck, if so only two members company and that too appointing
proxy, how the general meeting will be there? who will be the
chariman?.... contrary view are soliciated.....

S.KARUNAMOORTHY

On May 16, 4:09 pm, INDRANI SANKA <indranisa...@gmail.com> wrote:
> How is it that AOA is over ridding the act when section 170 gives the
> benefit to a private limited company.
>
> I'm unable to understand the logic.
>
> Thanks,
> Indrani
>

> On Mon, May 16, 2011 at 4:32 PM, Jayashree Chandrasekaran <jayakani...@gmail.com> wrote:
> > I feel that AOA cannot override the Act and hence 2 members will have to be
> > present
> > Jayashree
>

> >   On Mon, May 16, 2011 at 4:06 PM, INDRANI SANKA <indranisa...@gmail.com>wrote:
>
> >> Thank you sir. it is mentioned so in the articles.
>
> >> Regards,
> >> indrani
>
> >>   On Mon, May 16, 2011 at 3:16 PM, Soumitra Chawathe <

> >> soumitra.chawa...@gmail.com> wrote:
>
> >>> Hi,
>
> >>> Section 174: .—(1) Unless the articles of the company provide
> >>> for a large number, five members personally present in the case of
> >>> [public
> >>> company (other than a public company which has become such by virtue of

> >>> section 43A), *and two members personally present in the case of any
> >>> other company,*] shall be the quorum for a meeting of the company.

>
> >>> Section 170(1)(ii) provides that - .....shall, unless otherwise specified

> >>> therein or *unless the articles of the company otherwise provide*, apply

> >>> with respect to general meetings of a
> >>> private company which is not a subsidiary of a public company.
>
> >>> So it has to be expressly mentioned in the AOA that the provisions of
> >>> Section 171-185 shall not apply to the general meetings of the Company and
> >>> proxies shall constitute valid quorum if both the members are absent. I feel
> >>> then you can take the benefit of Section 170
>
> >>> Contrary views solicited.
>
> >>> CS Soumitra Chawathe
> >>> Pune
>

> >>>   On Mon, May 16, 2011 at 1:45 PM, INDRANI SANKA <indranisa...@gmail.com

> >>> > wrote:
>
> >>>>   Dear Friends,
>
> >>>> in case of a private limited company, can proxy be counted for the
> >>>> quorum on taking the benefit of Section 170 of the Companies, if my articles
> >>>> permits me to  do so.
>
> >>>> Please share your views in this regard.
>
> >>>> Thanks,
> >>>> Indrani
>
> >>>> --
> >>>> Find eNewsletters of ICSI Mysore at:
> >>>>http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspxAND
> >>>>www.esnips.com/web/icsimysore
>
> >>>> You received this message as you are subscriber. To unsubscribe email
> >>>> to: csmysore-u...@googlegroups.com
>
> >>> --
> >>> Find eNewsletters of ICSI Mysore at:
> >>>http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspxAND
> >>>www.esnips.com/web/icsimysore
>
> >>> You received this message as you are subscriber. To unsubscribe email to:
> >>> csmysore-u...@googlegroups.com
>
> >> --
> >> Find eNewsletters of ICSI Mysore at:
> >>http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspxAND

> >>www.esnips.com/web/icsimysore
>
> >> You received this message as you are subscriber. To unsubscribe email to:
> >> csmysore-u...@googlegroups.com
>
> > --
> > C.JAYASHREE
> > PARTNER
> > S.GANESH&ASSOCIATES
> > CHENNAI
> > 98840 17120
>
> > --
> > Find eNewsletters of ICSI Mysore at:
> >http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspxAND

[vikram jhawar]

Dear Indraniji,

yes proxy can be counted provided that the Pvt. Co. is not the subsidiary of Public Company.

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Thanks and Regards

Vikram Jhawar


"Effort may fail but don't fail to make effort"

[sudhir kumar]

Dear Indrani Madam,

 

As you are aware that Table A of schedule I of companies act, has to be mandatorily adopted by a private ltd company with share capital, kindly go through Regulation 49(1) & 49(2).

[Bharat Hegde]

Dear All,

 

For the purpose of quorum, only members present in person can be counted and not the proxies. A Company (including private Companies) cannot by its articles provide proxies to be counted for the purpose of quorum.

 

The exemption available for the private companies under Section 170 (immunity from the applicability of Section 171-186 if articles provide otherwise) is not absolute one but subject to the specific stipulations contained in those Sections.

 

Section 174(1) :

 

Unless the articles of the company provide for a larger number, five members personally present in the case of public company (other than a public company which has become such by virtue of section 43A), and two members personally present in the case of any other company, shall be the quorum for a meeting of the company.

 

Here any other company includes private company and articles cannot override this.

 

Other views are welcome.

 

Regards,

Bharat Hegde

[INDRANI SANKA]

thanks a lot friends for your views, but i have a very basic doubt, why an articles that is approved by the mca states a proxy can be counted fro the quorum will it invalidate the previous meetings held.

 

regards,

Indrani 

[sudhir kumar]

  Dear Indrani Madam,

 

Articles of Association of any company has to  be in consonance with the companies  act,1956 .

 

The word Unless other wise in section.170 means not to replace the minimum number of shareholders as quoram, it means that if any higher number is prescribed then such number of shareholders must be present.

 

Regards

 

CS Sudhir kumar