Srinivasaraghavan wrote:Dear Sri.Raman,
1.I have already stated that amendment of auditors' name is possible only if the notice contains the words 'with or without modification' in cases where the names are specified in agenda. But it is usual for companies to merely state re-appointment of auditors in the notice. In such a case it is easy. If the notice mentions the draft resolution with name of auditors and without the words ' with or without modification' only then it could lead to the non-appointment of auditors and hence applicability of S. 224(3) & (4).
2. Yes, if the Board cannot meet before the AGM and fill in the casual vacancy or if it is not possible to amend the resolution, if the AGM may is adjourned. it will have to consider the same business, based on the defective draft containing name of original auditor without the words "with or without modification". In such a case same difficulty will continue unless there is a method available to issue a fresh notice without disturbing the continuity of the AGM. I would be happy to hear from you that method.
3. I agree that in the case of adjournment the AGM is not concluded and the adjourned AGM being only continuation of the original meeting, but applicability or otherwise of provisions of S. 224(3) & (4) would depend upon your response to my request to Sl. No.2.
Since I was pre-occupied I could not reply early and my apologies.
Meetings can be adjourned - fixing the date in the meeting itself or without such a date, in which case a fresh notice is to be given.
In this connection the clarifications issued by DCA are relevant:
To the query - is it necessary that the notice of the adjourned aGM is to be given the DCA has replied that ' not necessary, unless the date of the adjourned AGM is not decided at the original meeting itself".
I invite your attention to the decision in R. Vs. Grimshaw, referred to in Ramaiya under 'Notice after adjournments' It is stated that "If the meeting is adjourned sine die, a fresh notice must be given. No new business can be introduced unless notice of such meeting is given."
Based on the above, the AGM can be adjourned sine die and a fresh notice could be given. Since the business is same, I think there is no bar on proposing a different resolution.
Anyway it would be interesting to know what has been done in the case under discussion as the AGM would have been over on 28-08-2009.
Thanks and regards