As per the Secretarial Standard 2, serial no. shall be given to each extra-ordinary general meeting held by the company after the secretarial standards came into force from 1st July, 2015. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India.
Explanation to Rule 18 of the Companies (Management and Administration) Rules, 2014, prescribes that the Extra-Ordinary General Meeting should be held at a place within India. Thus, an Extra-Ordinary General Meeting should be held only in India though not necessarily within the city, town or village in which the Registered Office of the company is situated.
However, Clause 27 of the Companies (Amendment) Bill, 2016 seeks to amend sub-section (1) of section 100 of the Companies Act, 2013 to allow the wholly owned subsidiary of company incorporated outside India to hold its extra ordinary general meeting outside India. As per Clause 27, in section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
"Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India."
Government e-Marketplace (GeM) is the National Public Procurement Portal; an endto-end online Marketplace for Central and State Government Ministries / Departments, Central & State Public Sector Undertakings (CPSUs & SPSUs), Autonomous institutions and Local bodies, for procurement of common use goods & services.
The portal is owned and managed by GeM SPV which is a Section 8 (NonProfit) Company registered under the Companies Act, 2013.
GeM SPV operates, monitors and supervises all the business transactions on the portal through the Managed Service Provider as per defined roles and responsibilities.
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Please share how to do GEM Registration and its conditions
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Hi All
Our company is looking to issue shares on a Private Placement basis.
What is the maximum number of persons to whom an offer can be made?
Hi All,
In the case of a private placement which is also a downstream investment as per FEMA. We have taken valuation from Regd. Valuer + CA which is 5 months old... shareholders approved the private placement basis of this valuation and the same is filed with ROC.
In RBI filing the said valuation report being old than 90 days we may expect rejection from RBI and in such case, we may take another valuation with the current date only for filing purposes.
Please let me know if there is anything wrong with this practice. In my view, we don't need to link the valuation requirements of both laws. And can have separate valuations filed with different authorities. Please advise.
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Hello members,
A company intends to make a preferential offer to its existing
members only. Is the company required to maintain a complete record
of Private Placement Offer in Form PAS-5, in such case ?
Please clarify if anyone can help:
CRC Query:
Please submit declaration of witness in MOA/AOA in accordance to Rule 13 (1) of Companies Incorporation Rules 2014
(Please mention Date & Place in declaration itself as per the said Rule)
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Requirement of document formats for private placement of shares in case of private limited
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Vacation of office of Director, inter?alia mentioned under 167 of the Companies Act 2013 when:
? incurs disqualification in section 164;
? absents from all meetings in 12 months, with or without leave
of absence;
? breach of RPT disclosure
Here my query is when we calculate this 12 months will be as per Calendar Year or Financial years ?
Can a public company come with the private placement?
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Dear All,
The Company had taken approval of shareholders for issue of shares of private placement 6 months ago and issued an offer letter to the foreign investor Company. However, the Company will receive the share application money from them this week due to inevitable issues with the overseas bank.
Though the special resolution passed is valid for 12 months, should we issue fresh offer letter or allot shares? Please suggest!
Dear All,
The Company had taken approval of shareholders for issue of shares of private placement 6 months ago and issued an offer letter to the foreign investor Company. However, the Company will receive the share application money from them this week due to inevitable issues with the overseas bank.
Though the special resolution passed is valid for 12 months, should we issue fresh offer letter or allot shares? Please suggest!
