The Annual General Meeting (AGM) was called by a proper and valid notice to be held on Sunday, the 7th August, 2022. Due to lack of quorum for the meeting, it was adjourned for the same day, time and place in the next we
CS Executive · Company Law · PYQS · December 2022
The Annual General Meeting (AGM) was called by a proper and valid notice to be held on Sunday, the 7th August, 2022. Due to lack of quorum for the meeting, it was adjourned for the same day, time and place in the next week. In the adjourned meeting on a particular resolution, two shareholders holding shares to the nominal value of ₹5,50,000 demanded a poll, but the Chairman refused to conduct the poll. In the light of the provisions of the Companies Act, 2013, give your opinion on the above happenings. Also, decide the validity of the meeting, if it would have been called on Monday, the 15th August, 2022.
Answer & Explanation:
As per section 96 of the Companies Act, 2013, an Annual General Meeting can be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday. It should be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. The Central Government is empowered to exempt any company from these provisions, subject to such conditions as it may impose. "National Holiday" for this purpose means and includes a day declared as National Holiday by the Central Government. According to SS-2, National Holiday means Republic Day i.e. 26th January, Independence Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as may be declared as National Holiday by the Central Government. Further, as per section 109 of the Companies Act, 2013, before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf by the following person(s): in the case a company having a share capital: by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than ₹5,00,000/- or such higher amount as may be prescribed, has been paid-up; and in the case of any other company: by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power. In the above case, the Chairman cannot refuse to conduct the poll as the shareholders hold shares which in aggregate sum is ₹5,50,000 which is higher than what is prescribed. A poll when validly demanded shall be taken, even if the Chairman had refused to grant the poll. Consequently, if a valid demand for poll is refused by the Chairman, the Meeting shall either be re-convened or a new Meeting should be convened to hold the poll or to consider the item in respect of which the valid demand for poll was not granted, as the case may be. [M. K. Srinivasan and Others v. W. S. Subrahmanya Ayyar and Others (1932) 2 Comp. Cas. 147] Further, holding of the Annual General Meeting on Sunday the 7th August, 2022 shall be valid as Sunday is not a National Holiday. However, the meeting convened on 15th August, 2022 shall be invalid being a National holiday.
Topics: Meetings of Members
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