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CS Executive · Company Law and Practice · General Meetings

Kaveri Textiles Pvt Ltd (an unlisted company) has its registered office in Coimbatore. Its board wants to hold the AGM in Jaipur at 11 a.m. on a working day. Which condition must be met for this to be valid?

The AGM can be held in Jaipur only if all members give advance consent in writing or by electronic mode, because an unlisted company may hold its AGM anywhere in India on that basis. Board approval or a majority of members is not sufficient.

  1. AWritten or electronic consent of all the members given in advanceCorrect
  2. BConsent of a majority of directors recorded at a board meeting
  3. CA special resolution passed at the previous AGM
  4. DPrior approval of the Registrar of Companies

Explanation

Section 96(2) requires the AGM to be held at the registered office or within the same city, town or village. A proviso allows an unlisted company to hold it anywhere in India if all members consent in writing or electronically in advance. Board or majority consent is not enough.

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