EGM outside India

[Swami]

Dear Sirs,

There is a client company which is a Wholly owned subsidiary of a Thailand company.

Apart from 1 director shareholder who is in India, the balance shareholders (4) are in Bangkok.

Can the company conduct EGM in Bangkok ?Will the EGM outside india be valid as per Companies Act 2013.

Kindly advise.

Thanks & regards,

Swami

[Jayashree Chandrasekaran]

yes the EGM can be conducted outside India

As per CA 2013 ,when EGM is called for by requisitionists,the same must be held as per AGM provisions

Jayashree

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C.JAYASHREE
PROPRIETOR
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[sharvan kumar]

Yes, EGM can be conducted outside India if called by Board.

[Rahul Jain]

Dear CS Jayashreeji and CS Sharvan Kumarji

Sorry to join the discussion so late. But if we can

​conduct​

 EGM Outside India then can you please clarify what is the role of the Explanation to Rule 18(3) of Companies (Management & Administration) Rules, 2014 says that an EGM shall be held within India only?

Thanks & Regards,
CS Rahul Jain

On Sat, Nov 15, 2014 at 3:50 PM, sharvan kumar <cssh...@gmail.com> wrote:

Yes, EGM can be conducted outside India if called by Board.

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[Nitin Dwivedi]

NITIN DWIVEDI

Asstt. Manager- Finance cum Company Secretary

Nagata Group (Japanese MNC)

Plot no. 154, 155 Sector-3,

IMT Manesar, Gurgaon

Mo: 9971118508, 8816900926

Email id: ndwi...@nagata-aeipl.com

 

[Sitaram]

Dear Rahul,

The rule referred to you is applicable only when the notice of EGM is sent electronically and not when the notice is sent by post.....though it may sound absurd.

rgds

Sitaram

On Wed, Mar 18, 2015 at 12:23 PM, Rahul Jain <csrah...@gmail.com> wrote:

[Nitin Dwivedi]

EGM shall be held at any place within India only as per Rule 18 explanation of Chapter VII of the Companies Act, 2013.

 

Therfore, we cant hold EGM outside India.

 

Regards,

[Sitaram]

Rule 18 is applicable only when the notice is sent by email and must be read only in this context and not in cases where the notice is sent through post or hand delivered and acknowledged.

Even the wordings of explanation to Rule 18 state that "....for the purpose of this rule, the EGM shall be held in India", and the rule only speaks about notice of EGM through electronic means.

Rgds

Sitaram

[Jayashree Chandrasekaran]

Dear Rahul,

Rule 17 is talking of EGM called and held by requisitionists and hence in such cases the EGM must be in India and you need to follow Rule 17,18

However when the EGM is called for the Board these rules are not applicable

This is my interpretation

Jayashree

On Wed, Mar 18, 2015 at 12:23 PM, Rahul Jain <csrah...@gmail.com> wrote:

[Sitaram]

Dear Jayashree,

Rule 18 does not seem to be connected to Rule 17, since Rule 18 is specific to Notice by electronic means whereas Rule 17 pertains to calling of EGM by requisition for which the notice can be sent by post, email or other means.

However, if the notice is sent by electronic means, in such a case the EGM has to be held in India. This was the view of roc karnataka too.

Rgds

Sitaram

[Jayashree Chandrasekaran]

Then does it mean that if you send Notice by email then it is mandatory to hold EGM in India

and if you send physical copies you can hold anywhere in the world

This cannot be the intention of the rule maker

Jayashree

[Rahul Jain]

Thank you

​CS ​

Sitaramji

​ and CS Jayashreeji​

.

​I Agree with you that Rule 18 is not connected to Rule 17. But, Please may i know 

what is the

​rationale​

 

​behind ​

such

​R​

ule..?

​​

How can notice by E-mode result into shrinking the scope of place for holding an EGM??
Whom does it help?

Thanks & Regards,
CS Rahul Jain