Page 317 - DMGT407Corporate and Business Laws

Corporate and Business Laws

Notes to s.166(2)]. (iii) Where a public company or its subsidiary has, by a resolution passed in
one AGM fixed the time for its subsequent AGM and the day turns out to be a public
holiday [Proviso (a) to s.166(2)]. (iv) A private company which is not a subsidiary of a
public company may also [like a public company or its subsidiary under (ii) and (iii)
above] by a resolution agreed to all the members thereof fix the time as well as the place
of its AGM and the same shall be valid if the day happens to be a public holiday [Proviso
(b) to s.166(2)]. (v) A company to whom a licence is granted under s.25 is exempted from
the provisions of s.166(2). (vi) Where the AGM is adjourned because of lack of quorum, it
is to be held on the same day in the next week at the same time and place (s.174). In case the
day comes to be accidentally a public holiday, it shall not amount to contravention of
s.166(2).
2. It is not obligatory to advertise notice of meetings in the newspapers.

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Caution As an abundant precaution, the company advertises the notice of meetings in the
newspapers to avoid objection from such of the shareholders as reside outside India and
who incidentally may not receive the notices served through post.

3. Voting rights of members shall be determined as at the date of the meeting and not as they
would/have been if the meeting had been held within the prescribed time.
4. A meeting beyond statutory time cannot be said to be void or illegal. If the Tribunal does
not extend the date of holding the AGM u/s 167, the Directors shall be subjected to increasing
penalty but the meeting shall be a valid meeting. Otherwise, the position in law would
become impossible.
5. The Board of Directors has the power to cancel or postpone a meeting convened, though it
cannot be exercised except for bona fide and proper reasons.
Self Assessment

Fill in the blanks:
5. The Annual general meeting must be held in each calendar year and not more than
………………months shall elapse between two meetings.
6. The Annual general meeting must be held on a day which is not a public holiday during
…………hours.

7. The company must give …………………days notice to all the members of the company
and the auditor regarding the annual general meeting.

13.3 Extraordinary Meeting (EGM) (S.169)

Clause 47 of Table A (Schedule I) provides that all general meetings other than AGMs shall be
called the EGMs. The legal provisions as regards such meetings are:
1. EGM is convened for transacting some special or urgent business that may arise in between
two AGMs, for instance, change in the objects or shift of registered office or alteration of
capital. All business transacted at such meetings is called special business. Therefore,
every item on the agenda must be accompanied by an ‘Explanatory Statement’.
2. An EGM may be called: (i) by the Directors of their own accord; (ii) by the Directors on
requisition; (iii) by the requisitionists themselves; (iv) by the CLB. The Board of Directors

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