ABC Limited was incorporated on 14th October 2020 with the objective of manufacturing of Cement. The plant was commissioned in April 2021, at a cost of ₹580 Crores at Somnath, Gujarat. The Company was promoted by Chahal

CS Executive · Company Law and Practice · PYQS · December 2023
ABC Limited was incorporated on 14th October 2020 with the objective of manufacturing of Cement. The plant was commissioned in April 2021, at a cost of ₹580 Crores at Somnath, Gujarat. The Company was promoted by Chahal group. It is important to note that at present, ABC Limited is not a listed Company. Over a period of time, ABC Limited has grown to become one of India's largest manufacturers and exporters of cement and having 800 members. The Quorum fixed by the Articles of ABC Limited was 7 members present. In line with its long-term vision, the company has diversified into Home Textiles, Cotton Yarn, Industrial/Edible Salt and Lignite Mining. The current composition of the Board of Directors of ABC Limited is as follows: Total number of directors: 10 Independent Directors: 5 (including one woman director) Whole-Time Directors: 3 (including Managing Director, Executive Director - Finance, and Executive Director - Operations) Non-Executive Promoter Directors: 2 (1 Chairman and 1 Vice Chairman). The Board approved Notice to call 1st Annual General Meeting on 24th December 2021 at 2.30 P.M. (IST) to approve several resolutions including adoption of audited financial statements of the Company for the financial year ended March 31, 2021; approval regarding appointment of directors etc. Record Date/Cut-off date for said AGM was fixed on 17th December 2021. Notice of the AGM contains Notes related to Proxy, which is reproduced as under: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS ENCLOSED WITH THIS NOTICE. Based on the above facts of the case study answer the following questions: ABC Limited issued a notice on 1st December, 2021 to hold its 1st Annual General Meeting (AGM) on 24th December, 2021. Check the validity of the notice referring to the provisions of the relevant act and secretarial standards in case it is sent by post.

Answer & Explanation:

As per section 101(1) of the Companies Act, 2013, a general meeting may be called by giving not less than 21 clear days' notice in writing or through electronic mode in such manner as may be prescribed. As provided in para 1.2.6 of secretarial standard-2 (SS-2), for the purpose of reckoning 21 days clear notice, the day of sending the notice and the day of Meeting shall not be counted. Further, in case the company sends the notice by post or courier, additional two days shall be provided for the service of notice. Date of holding AGM: 24th December 2021; Date of dispatch of notice: 1st December 2021; Days to be excluded: Day of holding AGM i.e., 24th December 2021. Day of dispatch of notice i.e., 1st December 2021. 2 additional days for service of notice i.e., 2nd & 3rd December 2021 (SS-2 Para 1.2.6) Number of days' notice given: 20 days (i.e., from 4th December 2021 to 23rd December 2021), which is short by 1 day. Number of days' notice required under section 101 of the Act is 21 clear days. Therefore, it is not a case of valid notice.

Topics: Company Law, Secretarial Standards

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic