Agenda for EGM

In case of EGM, its needs 21 clears days notice with speicif agenda and explanatory statement for speical business.

In case of Private limited company, EGM at shorter notice is possible depending upon the provision in the Articles of Association of the Company

Suresh

Suresh, many thanks!!!

May I again raise this question:

Is it possible under the companies act to unilaterally add - within the 21 days period prior to the EGM - any new agenda items (together with a special notice and explanation) for an EGM of a private limited company (requested by a shareholder u/s 169) after the board members have agreed upon in a resolution by circulation or does any new additional agenda item need the prior consent of the board members or of the shareholders?

So its not question regarding the 21 days period for such additional agenda items, but whether or not these additional agenda items need to go thru the board again or may be submitted within the 21 days period from the requesting shareholder (or any other) directly to all shareholders?

Dear Stefan,

U are right. According to my understanding, the question is asking about the addition business to be transaction which were not mentioned in the Notice of EGM.

In my opinion, only those business can be transacted in EGM which are written in the NOTICE of EGM. No other business can be transacted i.e. no other resolution can be passed for which the 21 clear days' notice has not been given.

Hello,

Yes you can add the additional agenda items in the EGM agenda approved earlier by the board subject to the provisions of section 171 regarding 21 days clear notice. But there are certain pre-conditions for the same:

1. You have not dispatched the notice of EGM to the shareholders.

2. You can add new items in the agenda and such modified agenda needs to be approved from board before sending to the shareholders along with EGM notice.

3. For sending modified agenda with EGM notice compliance of section 171 regarding 21 days clear notice is mandatory. In short modified agenda and EGM notice must be reached shareholders 21 days in advance u/s 171.

4. If you don’t want to change the date of EGM or not able to met the condition under point 3 above than you may go for EGM on shorter notice.   

To conclude modified agenda must be approved by the board just like the original agenda before sending to the shareholders along with EGM notice.

Let us take an example:

Date of BM for approving original agenda:  January 01

Date of EGM:  January 31

Now even if you have dispatched the notice still you can modify the agenda. For that you have to hold a BM say on January 24 and approve the new agenda along with notice and send it to the shareholders for the meeting of January 31. Here you have to secure shorter notice consent of shareholders under section 171(2)(ii).

Revert if there is any doubt.

Best Regards

Please find attached herewith a sample shorter notice consent format.

Indirectly, the same points said by Ankur Garg !!!

No business can be transacted without mentioning that in the Notice of EGM...

Dear Ankur,

I only read your answer to my query today.

Thank you very much. I probably should have known all this before......

Many thanks again.

Stefan Juelich