AGM of a private company---Shareholders Abroad

Hi Vishal,

Although an EGM may validly be held even on the planet Mars, an AGM has to be held at the registered office of the company only. Section 166 lays down that members have to be physically present. Proxies won't do. Proxies appointed u/s 176 don't count for the purposes of determining whether Quorum u/s 174 has been reached. But I think there's nothing to preclude a private company, which isn't a subsidiary of a public company, to amend its Articles in such a way as to provide that even proxies will be counted towards the quorum. You haven't said if the holding company of the Indian subsidiary in question is a public company?Another way out is to first convene the meeting and then adjourn it for want of quorum. Quorum isn't required at the adjourned meeting. Section 174(4) and (5) say that if the quorum isn't present at the adjourned meeting, the members present shall constitute the quorum. The significant words here are "members present". A presence of only 2 members suffices to make up a quorum in case of a private company. And if neither of them is present either in the original or the adjourned meeting, can we say that in the adjourned meeting the members present, being Zero in number, constituted the quorum? I think if you can have even one of the members fly down to India, it would be a perfectly valid AGM, if held in the manner discussed above. But I feel—theoretically at least---a general meeting can be legally held even in the event of presence of none of the members of the private company in the adjourned meeting.

Thanks,

CA Sanjeev Bedi

In http://us.mc508.mail.yahoo.com/mc/compose?to=ICAI_CIRC_MEERUT_CA%40yahoogroups.com, vishal pasad wrote:>> dear members,> > one indian subsidairy pvt ltd company 's shareholders are NRI , > > they not been able to come in india in 2008 . but agm must be held in india as per companies act in india only , for which shareholders should be present in india .> > but in above case shareholdes are not present in india, > > we want to fix the date og agm now, & place.> > so is ther any way out by which agm date can be held in any other country or shareholders own country . of above mentioned indian pvt ltd compoany .> > plz guide > > regards> > vishal