Format of shorter notice consent for AGM (Annual General Meeting)
Background
The Companies Act mandates companies to issue a notice to members calling a general meeting at least 21 clear days before the date of the meeting. Sometimes, the matters in urgency require quick decision making and in such circumstances, the companies may go for calling general meetings at shorter notice.
However, in case of the private limited companies the period can be less than 21 days as provided in the Articles of Association (AOA).
Provision and Rule
As per the provisions of Section 101 (1) of the Companies Act, 2013, every general meeting of a company may be called by giving not less than twenty-one days clear notice in writing or through electronic mode in such manner as provided under Rule 18 of Companies (Management and Administration) Rules 2014.
What is Consent for shorter notice?
It is permission obtained by the company from its shareholders, in advance, to call a general meeting at an earlier date than that normally would have been called post issue of notice.
Condition for Shorter Notice
The proviso to Section 101 (1) of the companies Act, 2013 reads as under:
A general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto—
(i) in the case of an annual general meeting, by not less than ninety-five per cent of the members entitled to vote there at; and
(ii) in the case of any other general meeting, by members of the company—
(a) holding, if the company has a share capital, the majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
(b) having, if the company has no share capital, not less than ninety-five per cent. of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub-section in respect of the former resolution or resolutions and not in respect of the latter.
Can Annual General Meeting (AGM) be called at shorter notice?
Yes, AGM under the Companies Act, 2013 can be called at shorter notice provided that;
The consent in writing or electronic mode is received from not less than ninety-five per cent of the members entitled to vote at the meeting. The number of shares held by each member has no significance here.
However as per MCA Notification G.S.R. 464(E) dated 05th June 2015, private companies are exempt from the provisions of Section 101 of the Companies Act, 2013. It means the Articles of Association of the company, may provide for a shorter period for serving notice of General Meeting.
If Articles are silent about notice period for calling general meetings and number of members consent required for holding general meetings at shorter notice, then the company shall follow provisions specified under Section 101(1) of the Companies Act, 2013.
Format of shorter notice consent for AGM (Annual General Meeting)
SHORTER NOTICE CONSENT
[pursuant to provisions of Section 101(1) of the Companies Act, 2013]
To,
The Board of Directors
(Name of the company)
(Address of the company)
Subject: Consent to hold _______ (number) Annual General Meeting at shorter Notice
I/We, ________________ (Name of the shareholder) son/daughter/wife of ______________, resident of ______________ (Address of the shareholder), holding _______ (Number of Equity/Preference shares) of Rs. ________ each in the company, in my name/joint name, hereby give consent pursuant to provisions of Section 101(1) of the Companies Act, 2013 to hold the ____ (number of AGM) Annual General Meeting of the company scheduled to be held on __________ (date of the AGM) at ____________ (place of the meeting) at _________ (Time of the meeting) at shorter notice.
__________________
Date:
Place:
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