• Response of written observations from the MD to the major shareholder for an AGM

I am the major shareholder in a private limited in India. ( 50%)
For the last AGM, i could not attend in person to the AGM, and have appointed my proxy.
To orientate my instructions of vote to my proxy, i have sent my written observations , requiring details of some accounts, 12 days before the AGM.
I have received a reply from the Managing Director one month after the date of AGM with the following :
" You are not entitled to have any details of the accounts as you were not present in person to the AGM"

Is the Managing Director right ? If yes, under which item of the Companies act 2013 ?

Thank you
regards.
Asked 7 years ago in Business Law

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6 Answers

SECTION 136. RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

2) Without prejudice to the provisions of section 101, a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company

3) if you had any query on accounts you ought to have remained personally present in the meeting

Ajay Sethi
Advocate, Mumbai
98879 Answers
8043 Consultations

Well, the proxy voter has only right of casting vote on behalf of the share holder. He can't raise any issue or seek explanation.

So the MD is right on this account.

However if there is mismanagement in the company you can seek remedy by filing case before the NCLT.

Devajyoti Barman
Advocate, Kolkata
23567 Answers
533 Consultations

Where a Member cannot attend the Meeting in person, he is entitled to appoint a Proxy to attend on his behalf. Every Notice calling a Meeting should state that any Member entitled to attend and vote is entitled to appoint another person as a Proxy [Sub-section (1) of Section 105 of the Act].

2) Right of a Proxy

First proviso under sub–section (1) of Section 105 of the Act says that a Proxy has no right to speak and is not entitled to vote except on a poll.

3) the company ought to have informed that proxy cannot speak in AGM

Ajay Sethi
Advocate, Mumbai
98879 Answers
8043 Consultations

Such act of the MD was against the setteled principle of law and the MD was liable to give the details asked by you before 12 of AGM

Anilesh Tewari
Advocate, New Delhi
18096 Answers
377 Consultations

Shareholders who do not attend the meeting in person may usually vote by proxy, which can be done online or by mail.

The exact rules governing the AGM vary from jurisdiction to jurisdiction.

The corporate laws that govern the company, along with its memorandum and articles of association, contain the rules governing the AGM. For example, there are provisions detailing how far in advance shareholders must be notified of where and when the AGM will be held and how to vote by proxy.

The holding of an AGM is the principal right of the company's shareholders. In large companies, it is typically the only time during the year when shareholders and executives interact. If a company needs to resolve a problem between annual general meetings, it may call an extraordinary general meeting.

T Kalaiselvan
Advocate, Vellore
89081 Answers
2431 Consultations

I had appointed a proxy and had hand delivered to the Company my questions to be replied during the agm, 12 days before the same.

Why the Managing Director did not reply before my proxy who would have reported to me his replies. My proxy being not able to speak, nor to inspect the accounts, the law would had been respected.

The memorandum of association of the company is to be seen on the conditions to represent through Proxy and their voting rights.

If no such facility is provided in the MOA then your demand may not hold legally valid ground to dispute the decision taken in the AGM despite your objections.

T Kalaiselvan
Advocate, Vellore
89081 Answers
2431 Consultations

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