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If the private company has only 2 shareholders and out of these, if one cannot attend the AGM then according to above, whether one person attending the adjourned AGM, would be taken as quorum?
When a private company has only two shareholders, the quorum for a general meeting is usually defined by the company’s Articles of Association. Here’s what you should know: Standard Quorum Requirements:Typically, the Articles specify that at least two members must be present to form a quorum. In a tRead more
When a private company has only two shareholders, the quorum for a general meeting is usually defined by the company’s Articles of Association. Here’s what you should know:
Standard Quorum Requirements:
Typically, the Articles specify that at least two members must be present to form a quorum. In a two-shareholder company, if one shareholder is absent, the quorum is not met, and the meeting cannot proceed as a valid AGM.
Adjourned Meetings:
Even if a meeting is adjourned and reconvened, the quorum requirement remains the same unless the Articles explicitly provide that a lower quorum (for example, one member) is acceptable for the adjourned meeting.
Custom Provisions in Articles:
Some companies may have provisions allowing a single shareholder to constitute a quorum during an adjourned meeting. It’s essential to review the Articles of Association to determine if such an exception applies.
Key Takeaway:
Unless the company’s Articles specifically allow for a lower quorum (such as one member) during an adjourned meeting, the attendance of just one shareholder in a company with only two shareholders does not meet the quorum requirement
See lessWhether a person who has voted through e-voting facility provided by the company can participate in general meeting? Further, can he change his vote?
Yes, a shareholder who casts an e-vote can still attend the general meeting and participate in discussions. However, there are a couple of important points to keep in mind: Participation in the Meeting: Using the e-voting facility does not bar you from physically attending the meeting. You can joinRead more
Yes, a shareholder who casts an e-vote can still attend the general meeting and participate in discussions. However, there are a couple of important points to keep in mind:
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- Using the e-voting facility does not bar you from physically attending the meeting.
- You can join the meeting, ask questions, and contribute to discussions even after casting your e-vote.
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- Typically, once an electronic vote is successfully submitted, it is considered final.
- Most companies do not allow a vote change after it has been recorded.
- Exception: Some companies may offer a specific time window or mechanism (like a “revote” option) if you wish to change your vote before the final tally. It’s essential to check your company’s specific e-voting guidelines
See lessParticipation in the Meeting:
Changing Your Vote:
Whether concept of proxy is relevant in respect of a general meeting wherein e-voting facility has been provided to the members?
Yes, the concept of proxy remains relevant even when an electronic voting (e-voting) facility is available at a general meeting. Why Proxy Still Matters: Statutory Right:The right to appoint a proxy is a statutory provision under the Companies Act, 2013. It allows shareholders who cannot attend theRead more
Yes, the concept of proxy remains relevant even when an electronic voting (e-voting) facility is available at a general meeting.
Why Proxy Still Matters:
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See lessStatutory Right:
The right to appoint a proxy is a statutory provision under the Companies Act, 2013. It allows shareholders who cannot attend the meeting in person or use the e-voting system to delegate their voting rights to another person.
E-Voting and Proxy Coexist:
E-voting is an additional option that enhances convenience and participation. However, not every shareholder may be able or willing to use e-voting. In such cases, appointing a proxy remains an important alternative.
Flexibility for Shareholders:
The availability of both methods gives shareholders flexibility. If a shareholder faces technical difficulties with e-voting or prefers to have someone represent their vote, they can still opt for the traditional proxy mechanism.
Whether the provisions of quorum under section 103 requiring specified persons to be physically present need to be complied with even in cases where electronic voting is mandated?
Yes, the quorum provisions under Section 103 of the Companies Act, 2013 remain in force regardless of whether electronic voting is used. Here's what you need to know: Understanding the Quorum Requirement Section 103 Requirement:This section specifies that a minimum number of directors must be presenRead more
Yes, the quorum provisions under Section 103 of the Companies Act, 2013 remain in force regardless of whether electronic voting is used. Here’s what you need to know:
Understanding the Quorum Requirement
Section 103 Requirement:
This section specifies that a minimum number of directors must be present at a board meeting for it to be valid. The quorum is typically defined as one‑third of the total number of directors (or two directors, whichever is higher).
Electronic Participation:
The Companies (Meetings of Board and its Powers) Rules, 2014 allow directors to participate via video conferencing or other electronic means. Such participation is generally treated as equivalent to physical presence for the purpose of meeting the quorum requirement.
When Physical Presence May Still Be Necessary
Specified Requirements in the Articles:
If a company’s Articles of Association or Board resolutions specify that certain directors or key personnel must be physically present at meetings, then that requirement must be fulfilled even if electronic voting is used.
Critical Decisions:
In some cases, for highly sensitive or significant decisions, companies may choose to require physical attendance to ensure robust deliberation and participation.
Key Takeaway
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See lessGeneral Rule:
Electronic participation (including electronic voting) satisfies the quorum requirements as long as the minimum number of directors is present—whether physically or via video conferencing.
Exceptions:
If there is a specific provision in the company’s governing documents that mandates physical presence for certain roles or decisions, then those conditions must be met.
Is it mandatory for a company to keep its documents, records, registers, minutes, etc. in electronic form?
Under the Companies Act, 2013 and the subsequent rules framed thereunder, companies are required to maintain certain documents, records, registers, and minutes in electronic form. However, the requirement varies depending on the nature of the document and the applicable provisions. Key Points: StatuRead more
Under the Companies Act, 2013 and the subsequent rules framed thereunder, companies are required to maintain certain documents, records, registers, and minutes in electronic form. However, the requirement varies depending on the nature of the document and the applicable provisions.
Key Points:
Statutory Registers and Records:
The Companies (Management and Administration) Rules, 2014 and other related guidelines mandate that companies maintain key statutory registers, such as registers of members, directors, and minutes of meetings, in an electronic format or in a manner that can be easily converted to electronic form.
Ease of Access and Disclosure:
Electronic maintenance of records helps ensure quick access, transparency, and timely disclosure of information as required by regulatory authorities, including the Registrar of Companies (RoC).
Compliance Requirements:
Conclusion:
Yes, it is mandatory for companies to maintain their key documents, records, registers, and meeting minutes in electronic form or in a format that can be easily converted to electronic form, in accordance with the Companies Act, 2013 and its associated rules. This requirement supports transparency, accessibility, and compliance with statutory obligations.
See lessWhether all the shares which have been transferred by the company to Investor Education and protection Fund, can be claimed back by the shareholder?
Yes, shareholders can reclaim shares that have been transferred to the Investor Education and Protection Fund (IEPF). Typically, if dividends on shares remain unclaimed for seven consecutive years, both the unclaimed dividends and the corresponding shares are transferred to the IEPF. Fortunately, shRead more
Yes, shareholders can reclaim shares that have been transferred to the Investor Education and Protection Fund (IEPF). Typically, if dividends on shares remain unclaimed for seven consecutive years, both the unclaimed dividends and the corresponding shares are transferred to the IEPF. Fortunately, shareholders have the option to claim these shares back.
How to Reclaim Your Shares:
File an Online Application:
Submit the Necessary Documents:
Verification by the Company:
Refund Processing:
Note:
See lessIf you are a legal heir, successor, nominee, or administrator, you must submit an affidavit in surety along with your claim.
What are the provisions with respect to signing of financial statements under the Companies Act, 2013?
Under the Companies Act, 2013, the primary responsibility for signing financial statements lies with the Board of Directors. Here’s a comprehensive overview of who is required to sign and the roles of other key officers such as the CFO and Company Secretary: 1. Mandatory Signatures by the Board of DRead more
Under the Companies Act, 2013, the primary responsibility for signing financial statements lies with the Board of Directors. Here’s a comprehensive overview of who is required to sign and the roles of other key officers such as the CFO and Company Secretary:
1. Mandatory Signatures by the Board of Directors
Directors’ Signatures:
Auditor’s Signature:
2. Role of the CFO
3. Role of the Company Secretary (CS)
4. Digital Signatures and Record-Keeping
Key Takeaways
- Directors are Primarily Responsible:
- The financial statements must be signed by the Board of Directors and the independent auditor.
- CFO and CS Roles:
- While the CFO and Company Secretary are critical to the preparation and compliance process, they are not required to sign the financial statements unless they hold a director position or are designated as signatories.
- Digital Compliance:
- The use of digital signatures is acceptable as long as they adhere to the prescribed standards.
See less