UNIT 3
COMPANY MEETING
MEANING
The board of directors is that the supreme authority during a company and that they have the powers to require all major actions and decisions for the company. The board is also liable for managing the affairs of the entire company.
For the effective functioning and management, it's imperative that board meetings be held at frequent intervals. For this, Section 173 of Companies Act, 2013 provides –
a) In the case of a Public limited company, the first board meeting has got to be held within the first 30 days, since the incorporation date. Additionally, a minimum of 4 board meetings must be held during a span of 1 year. Also, there can't be a niche of quite 120 days between two meetings.
b) In the case of small companies or one person company, a minimum of two meetings must be conducted, one in each half the financial year. Additionally, the gap between the 2 meetings must be a minimum of 90 days. during a situation where the meeting is held at a brief notice, a minimum of one independent director must be attending the meeting.
KINDS OF MEETINGS
1. Member’s Meeting :
This meeting is merely for the members of the company. Members and also directors discuss on the matters related to company.
Following are the types of member’s meeting:
A. Statutory Meeting.
B. Annual General Meeting.
C. Extra Ordinary General Meeting.
A. Statutory Meeting :
Statutory meeting is that the first meeting which company conducts after its commencement. Conduction of statutory meeting is compulsory. Public Ltd. is required to carry such meeting within a period not but one month and less than six months from the date of commencement. the directors of company also got to make statutory report. Every members also must be given a copy of report a minimum of 21 days before the date of the meeting and a replica is also to be sent to the Registrar for registration.
Section 165(3) provides that the Statutory Report must contain the following particulars:
(i) The total number of fully paid-up and partly paid-up shares allotted;
(ii) The total amount of cash received;
(iii) The receipts, classifying them and also the expenses incurred for commission, also brokerage etc.
(iv) The names, addresses and also occupations of directors, auditors, managers and secretaries and also changes of the names, address etc.
(v) Particulars of contracts with proposed modifications presented at meeting for approval;
(vi) The arrears of calls;
(vii) Commissions and brokerages paid to directors and managers.
Every director or any other officer of the company who is in default shall be punishable with a fine which can reach Rs. 500.
B. Annual General Meeting (AGM)
Under Section 96 of the companies act, every company shall hold a general meeting as annual general meeting per annum . Except one person company. There shouldn't be a gap of quite fifteen months between two AGM.
Notice of AGM are often either in writing or also in electronic form. The member should get the notice a minimum of fore 21 clear days. . The notice should consist of place, day, date and therefore the proper hour of the meeting. It should also contain agenda of meeting. Every member of the company, legal representative of deceased and assignee of insolvent member, auditor and each director of the company should get notice. Section 101 of the companies act 2013, deals with the provision of Notice for the AGM.
C. Extra ordinary meeting (EGM)
Every meeting which isn't a AGM or statutory meeting meeting is EGM. An EGM is held for a few special business which may not be transacted at AGM. it's also held to transact some urgent business. This meeting could also be called by the directors or by the member’s according to Sec.169 of the companies Act, 1956.
Requirements for Conducting a Valid board meeting
Right Convening Authority
The board meeting must be held under the direction of proper authority. Usually, the company secretary (CS) is there to authorize the board meeting. just in case the corporate secretary is unavailable, the predetermined authorized person shall act as the authority to conduct the board meeting.
Adequate Quorum
The proper requirements of the quorum or the minimum number of Directors required to conduct a board meeting must be present for it to be considered a valid board meeting.
Proper Notice
Proper notice is one among the main requirements to be fulfilled when planning a board meeting. Formal notice has got to be served to all or any members before conducting a board meeting.
Proper leader
The meeting should be conducted within the presence of a md of the board.
Proper Agenda
Every board meeting features a set agenda that has got to be followed. The agenda refers to the topic of discussion of the board meeting. No other business, which isn't mentioned within the meeting must be considered.
Provisions for agenda
Agenda of the meeting
• The dictionary meaning of the term agenda is that the “list of things to be dealt with especially at a meeting”.
• It may be a a part of the notice of the meeting which indicates the list of business issues to be transacted at the meeting.
• It is normally called as Agenda Paper
Creating a Agenda
1. State the aim of the meeting
2. Organize items to be discussed so as of their importance, state with the top priority
3. Describe each item to be discussed and explain why it must be addresses
4. Set time limits prior to discussion
Objectives of Agenda
Notice of board meetings
1 The act requires that not but seven days’ notice in writing shall tend to each director at the registered address as available with the company. The notice are often given by hand delivery or by post or by electronic means.
2. just in case the board meeting is named at shorter notice, a minimum of one independent director shall be present at the meeting. If he's not present, then decision of the meeting shall be circulated to all or any directors and it shall be final only after ratification of decision by a minimum of one Independent Director.
Quorum for the committee meeting
PROXIES
(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf:
(2) In every notice calling a gathering of a company which features a share capital, or the articles of which give for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that's allowed, one or more proxies, to attend and vote rather than himself, which a proxy needn't be a member.
(3) If default is formed in complying with sub-section (2), every officer of the company who is in default shall be punishable with fine which can reach five thousand rupees.
(4) Any provision contained within the articles of a company which specifies or requires a extended period than forty-eight hours before a gathering of the company, for depositing with the company or the other person any instrument appointing a proxy or the other document necessary to point out the validity or otherwise concerning the appointment of a proxy so as that the appointment could also be effective at such meeting, shall have effect as if a period of forty-eight hours had been laid out in or required by such provision for such deposit.
(5) If for the aim of any meeting of a company, invitations to appoint as proxy a person or one among variety of persons laid out in the invitations are issued at the company‘s expense to any member entitled to possess a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issue shall be punishable with fine which can reach one lakh rupees:
Provided that an officer shall not be punishable under this sub-section by reason only of the issue to a member at his request in writing of a sort of appointment naming the proxy, or of a list of persons willing to act as proxies, if the shape or list is out there for the asking in writing to each member entitled to vote at the meeting by proxy.
(6) The instrument appointing a proxy shall—
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer may be a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.
(7) An instrument appointing a proxy, if within the form as could also be prescribed, shall not be questioned on the ground that it fails to suits any special requirements specified for such instrument by the articles of a company.
(8) Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning day before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not but three days‘ notice in writing of the intention so to inspect is given to the company.
VOTING
Restriction on voting rights
(1) Notwithstanding anything contained during this Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him haven't been paid, or in reference to which the company has exercised any right of lien.
(2) a corporation shall not, except on the grounds laid out in sub-section (1), prohibit any member from exercising his right on the other ground.
(3) On a poll taken at a gathering of a company, a member entitled to quite one vote, or his proxy, where allowed, or other person entitled to vote for him, because the case could also be , need not, if he votes, use all his votes or cast within the same way all the votes he uses.
Voting by show of hands
(1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be selected a show of hands.
(2) A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under sub-section (1) and an entry thereto effect within the books containing the minutes of the meeting of the company shall be conclusive evidence of the very fact of passing of such resolution or otherwise.
Voting through electronic means
The Central Government may prescribe the class or classes of companies and manner during which a member may exercise his right to vote by the electronic means.
Demand for poll
(1) Before or on the declaration of the results of the voting on any resolution on show of hands, a poll could also be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made therein behalf,—
(a) within the case a company having a share capital, by the members present in person or by proxy,
where allowed, and having not but one-tenth of the total voting power or holding shares on which an aggregate sum of not but five lakh rupees or such higher amount as could also be prescribed has been paid-up; and
(b) within the case of the other company, by any member or members present in person or by proxy, where allowed, and having not but one-tenth of the total voting power.
(2) The demand for a poll could also be withdrawn at any time by the persons who made the demand.
(3) A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith.
(4) A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct.
(5) Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinize the poll process and votes given on the poll and to report thereon to him within the manner as could also be prescribed.
(6) Subject to the provisions of this section, the Chairman of the meeting shall have power to regulate the way during which the poll shall be taken.
(7) The results of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
Procedure for minutes
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions gone by postal ballot.—
(1) Every company shall cause minutes of the proceedings of each general meeting of any class of shareholders or creditors, and each resolution passed by postal ballot and each meeting of its Board of Directors or of each committee of the Board, to be prepared and signed in such manner as could also be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
(2) The minutes of every meeting shall contain a fair and correct summary of the proceedings thereat.
(3) All appointments made at any of the meetings aforesaid shall be included within the minutes of the meeting.
(4) Within the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—
(a) The names of the directors present at the meeting; and
(b) Within the case of every resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included within the minutes, any matter which, within the opinion of the Chairman of the meeting,—
(a) is or could reasonably be considered defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) The Chairman shall exercise absolute discretion in reference to the inclusion or non-inclusion of any matter within the minutes on the grounds laid out in sub-section (5).
(7) The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Where the minutes are kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to possess been duly called and held, and every one proceedings thereat to have duly taken place, and therefore the resolutions gone by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained within the minutes of the proceedings of such meeting.
(10) Every company shall observe secretarial standards with reference to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
(11) If any default is formed in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and each officer of the company who is in default shall be liable to a penalty of 5 thousand rupees.
(12) If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which can reach two years and with fine which shall not be but twenty-five thousand rupees but which can reach one lakh rupees.
Filing resolution
(1) a copy of each resolution or any agreement, in respect of matters laid out in sub-section (3) alongside the explanatory statement under section 102, if any, annexed to the notice calling the meeting during which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as could also be prescribed within the time specified under section 403:
Provided that the copy of each resolution which has the effect of altering the articles and the copy of each agreement referred to in sub-section (3) shall be embodied in or annexed to each copy of the articles issued after passing of the resolution or making of the agreement.
(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section 403 with additional fees, the company shall be punishable with fine which shall not be but five lakh rupees but which can reach twenty-five lakh rupees and each officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be but one lakh rupees but which can reach five lakh rupees.
(3) The provisions of this section shall apply to—
(a) special resolutions;
(b) resolutions which are agreed to by all the members of a company, but which, if not so agreed to, would not are effective for their purpose unless they had been passed as special resolutions;
(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which are agreed to by any class of members but which, if not so agreed to, wouldn't are effective for their purpose unless that they had been gone by a specified majority or otherwise in some particular manner; and every one resolutions or agreements which effectively bind such class of members though not agreed to by all those members;
(e) Resolutions gone by a company according consent to the exercise by its Board of Directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;
(f) Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;
(g) Resolutions passed in pursuance of sub-section (3) of section 179:
[Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; and]
(h) The other resolution or agreement as may be prescribed and placed within the public domain.
Virtual meeting
Section 173(2) of Companies Act, 2013 (The Act) read with Rule 3 of the companies (Meetings of Board and its Powers) Rules, 2014 (The Rules), The participation of directors during a meeting of the Board could also be either in person or through video conferencing or other audio-visual means as could also be prescribed, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along side date and time. for many of the previous century, quorum meant a Director physically present at the Meeting. Latest technologies and specifically the information Technology Act, 2000 made it possible for director to attend meeting via video conferencing. However, the precise provision in Companies Act, 2013 was inserted via Section 173, Section 174 and therefore the Rules brought clarity to the Video Conferencing provisions. However, it's not as simple as calling a member using Face time or Whatsapp Call are going to be counted as a Video Conferencing under the Act. Major provisions concerning Video Conferencing and provisions a company got to comply to carry a board meeting via Video Conferencing is explained during this article.
What is Video-conferencing?
Rule 3 of the companies (Meetings of Board and its Powers) Rules, 2014 defines Video conferencing or other audio-visual means. As per definition "Video conferencing or other audio-visual means audio-visual electronic communication facility employed which enables all the persons participating during a meeting to speak concurrently with each other without an intermediary and to participate effectively within the meeting.” Who can hold meeting through Video Conferencing (VC) under the Act? As per Section 173(2) of Companies Act, 2013 (the Act) read with Rule 3 of the companies (Meetings of Board and its Powers) Rules, 2014 (the Rules), every Company can hold a board meeting through video conferencing or other audio-visual means, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings alongside date and time.
The complete process for conducting of board meeting through video conferencing is prescribed under Rule 3 of the companies (Meetings of Board and its Powers) Rules, 2014 read with Secretarial Standard - 1 (SS-1).
Matters to not be dealt with during a meeting through vc –
a) The approval of the annual financial statements;
b) The approval of the Board's report; the approval of the prospectus;
c) The Audit Committee Meetings for consideration of financial statement including consolidated budget if any, to be approved by the board under sub-section (1) of section 134 of the Act; and
d) The approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
Who can participate in meeting through video conferencing or other audio-visual
Procedure
Notice of Board Meeting: The notice of the meeting shall be sent to all or any the directors 7 days in advance as per section 173 (3) of the Act and therefore the notice shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio-visual means and shall provide all the required information to enable the directors to participate through video conferencing mode or other audio-visual means.
Important points to remember for notice of Board Meeting:
(A) Annual General Meeting (Ss. 96 to 99)
(B) Extraordinary General Meeting (Sec. 100)
The shareholders’ meeting is that the body that passes resolutions for joint-stock companies. The shareholders’ meeting has such important tasks as approving the financial statements and therefore the appointment of the board of directors. Basically the shareholders’ meeting represents ownership claims, i.e. the company’s shareholders.
THE VARIOUS TYPES/ KINDS SHAREHOLDERS’ MEETINGS
There are three types of shareholders’ meetings: the ordinary shareholders’ meeting, the extraordinary shareholders’ meeting, and the special shareholders’ meeting. This distinction isn't based on a different shareholders’ meeting composition, which always consists of the company’s shareholders or their representatives, but on the issues on which the shareholders pass resolutions.
1. The ordinary shareholders’ meeting approves the financial statements and appoints the directors, the statutory auditors, and the chairman of the board of statutory auditors. This shareholders’ meeting also decides on compensation for these office holders (when not set within the bylaws) and examines other issues attributed thereto as per the bylaws or upon the proposal of the directors. the standard shareholders’ meeting must be called a minimum of once a year, within four months of the top of the company’s financial year.
2. The extraordinary shareholders’ meeting decides on changes to the memorandum of association, the issuance of bonds, and the appointment and powers of liquidators.
3. The special shareholders’ meeting is called to pass resolutions on cases where the shareholders’ resolutions affect classes of shares with voting-rights restrictions (such as savings shares).
CALLING AND VALIDITY OF SHAREHOLDERS’ MEETINGS
Annual general meeting.
(1) Every company aside from a 1 Person Company shall in each year hold in addition to the other meetings, a general meeting as its annual general meeting and shall specify the meeting as such within the notices calling it, and less than fifteen months shall elapse between the date of 1 annual general meeting of a company which of the next:
(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that's not a national holiday and shall be held either at the registered office of the company or at another place within the town , town or village in which the registered office of the company is situate:
Provided that the Central Government may exempt any company from the provisions of this subsection subject to such conditions because it may impose.
Explanation.—For the needs of this sub-section, ―National Holiday‖ means and includes each day declared as national holiday by the Central Government.
Power of Tribunal to call annual general meeting.
(1) If any default is formed in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained during this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and provides such ancillary or consequential directions because the Tribunal thinks expedient:
Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act.
Power of Tribunal to call meetings of members, etc.
(1) If for any reason it's impracticable
to call a meeting of a company, aside from an annual general meeting, in any manner during which meetings of the company could also be called, or to carry or conduct the meeting of the company within the manner prescribed by this Act or the articles of the corporate , the Tribunal may, either suo motu or on the application of any director or member of the corporate who would be entitled to vote at the meeting,—
(a) order a gathering of the corporate to be called, held and conducted in such manner because the Tribunal thinks fit; and
(b) give such ancillary or consequential directions because the Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act or articles of the company:
Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any order made under sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted.
Punishment for default in complying with provisions of sections 96 to 98.—
B. EXTRAORDINARY GENERAL MEETINGS (EOGM) SECTION 100
(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
(2) The Board shall, at the requisition made by,-
(a) within the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not but one-tenth of such of the paid-up share capital of the company as thereon date carries the right of voting;
(b) within the case of a company not having a share capital, such number of members who have, on the date of receipt of the requisition, not but one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general meeting of the company within the amount laid out in sub-section (4).
(3) The requisition made under sub-section (2) shall began the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.
(4) If the Board doesn't , within twenty-one days from the date of receipt of a valid requisition in reference to any matter, proceed to call a meeting for the consideration of that matter on each day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition.
(5) a meeting under sub-section (4) by the requisitionists shall be called and held within the same manner during which the meeting is named and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and therefore the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting.
101. Notice of meeting
(1) A general meeting of a company could also be called by giving not but clear twenty-one days‘ notice either in writing or through electronic mode in such manner as could also be prescribed:
Provided that a general meeting could also be called after giving a shorter notice if consent is given in writing or by electronic mode by not but ninety-five per cent. of the members entitled to vote at such meeting.
(2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting.
(3) The notice of each meeting of the company shall tend to—
(a) every member of the company, legal representative of any deceased member or the assignee of an insolvent member;
(b) the auditor or auditors of the company; and
(c) every director of the company.
(4) Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.
102. Statement to be annexed to note
(1) a statement setting out the following material facts concerning each item of special business to be transacted at a general meeting, shall be annexed to the notice calling such meeting, namely:—
(a) The nature of concern or interest, financial or otherwise, if any, in respect of every items of—
(i) Every director and therefore the manager, if any;
(ii) Every other key managerial personnel; and
(iii) Relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) The other information and facts which will enable members to know the meaning, scope and implications of the items of business and to require decision thereon.
(2) For the needs of sub-section (1),—
(a) Within the case of an annual general meeting, all business to be transacted thereat shall be deemed special, other than—
(i) The consideration of financial statements and the reports of the Board of Directors and auditors;
(ii) The declaration of any dividend;
(iii) The appointment of directors in situ of these retiring;
(iv) The appointment of, and therefore the fixing of the remuneration of, the auditors; and
(b) Within the case of the other meeting, all business shall be deemed to be special:
Provided that where any item of special business to be transacted at a meeting of the company relates to or affects the other company, the extent of shareholding interest therein other company of each promoter, director, manager, if any, and of each other key managerial personnel of the first mentioned company shall, if the extent of such shareholding isn't but two per cent. of the paid-up share capital of that company, even be began within the statement.
(3) Where any item of business refers to any document, which is to be considered at the meeting, the time and place where such document are often inspected shall be specified in the statement under sub section (1).
(4) Where as a result of the non-disclosure or insufficient disclosure in any statement mentioned in sub-section (1), being made by a promoter, director, manager, if any, or other key managerial personnel, any benefit which accrues to such promoter, director, manager or other key managerial personnel or their relatives, either directly or indirectly, the promoter, director, manager or other key managerial personnel, because the case could also be , shall hold such benefit in trust for the company, and shall, without prejudice to the other action being taken against him under this Act or under any other law for the time being in force, be liable to compensate the company to the extent of the benefit received by him.
(5) If any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel who is in default shall be punishable with fine which can reach fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is more.
103. Quorum for meetings
(1) Unless the articles of the company provide for a larger number,—
(a) In case of a public company,—
(i) Five members personally present if the number of members as on the date of meeting isn't more than one thousand;
(ii) Fifteen members personally present if the number of members as on the date of meeting is quite one thousand but up to 5 thousand;
(iii) Thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
(b) Within the case of a private company, two members personally present, shall be the quorum for a meeting of the company.
(2) If the quorum isn't present within half-an-hour from the time appointed for holding a meeting of the company—
(a) the meeting shall stand adjourned to the same day within the next week at an equivalent time and place, or to such other date and such other time and place because the Board may determine; or
(b) The meeting, if called by requisitionists under section 100, shall stand cancelled:
Provided that just in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not but three days notice to the members either individually or by publishing an advertisement within the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.
(3) If at the adjourned meeting also, a quorum isn't present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.
104. Chairman of meetings
(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands.
(2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and therefore the Chairman elected on a show of hands under sub-section (1) shall still be the Chairman of the meeting until some other person is elected as Chairman as a results of the poll, and such other person shall be the Chairman for the rest of the meeting.
105. Proxies.—
(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf:
a) Provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll:
b) Provided further that, unless the articles of a company otherwise provide, this subsection shall not apply within the case of a company not having a share capital:
c) Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy:
d) Provided also that a person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and such number of shares as could also be prescribed.
(2) In every notice calling a meeting of a corporation which features a share capital, or the articles of which give for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that's allowed, one or more proxies, to attend and vote rather than himself, which a proxy needn't be a member.
(3) If default is formed in complying with sub-section (2), every officer of the company who is in default shall be punishable with fine which can reach five thousand rupees.
(4) Any provision contained within the articles of a company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or the other person any instrument appointing a proxy or any other document necessary to point out the validity or otherwise concerning the appointment of a proxy so as that the appointment could also be effective at such meeting, shall have effect as if a period of forty-eight hours had been laid out in or required by such provision for such deposit.
(5) If for the aim of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company‘s expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issue shall be punishable with fine which can reach one lakh rupees:
Provided that an officer shall not be punishable under this sub-section by reason only of the issue to a member at his request in writing of a sort of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to each member entitled to vote at the meeting by proxy.
(6) The instrument appointing a proxy shall—
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.
(7) An instrument appointing a proxy, if within the form as could also be prescribed, shall not be questioned on the bottom that it fails to suits any special requirements specified for such instrument by the articles of a company.
(8) Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the amount beginning day before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to examine the proxies lodged, at any time during the business hours of the company, provided not but three days‘ notice in writing of the intention so to examine is given to the company.
106. Restriction on voting rights.
(1) Notwithstanding anything contained during this Act, the articles of a company may provide that no member shall exercise any right in respect of any shares registered in his name on which any calls or other sums presently payable by him haven't been paid, or in reference to which the company has exercised any right of lien.
(2) a company shall not, except on the grounds laid out in sub-section (1), prohibit any member from exercising his right on the other ground.
(3) On a poll taken at a meeting of a company, a member entitled to quite one vote, or his proxy, where allowed, or other person entitled to vote for him, because the case could also be , need not, if he votes, use all his votes or cast within the same way all the votes he uses.
107. Voting by show of hands
(1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands.
(2) A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under sub-section (1) and an entry thereto effect within the books containing the minutes of the meeting of the company shall be conclusive evidence of the very fact of passing of such resolution or otherwise.
108. Voting through electronic means
The Central Government may prescribe the class or classes of companies and manner during which a member may exercise his right to vote by the electronic means.
109. Demand for poll
(1) Before or on the declaration of the results of the voting on any resolution on show of hands, a poll could also be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a requirement made therein behalf,—
(a) in the case a company having a share capital, by the members present in person or by proxy, where allowed, and having not but one-tenth of the total voting power or holding shares on which an aggregate sum of not but five lakh rupees or such higher amount as could also be prescribed has been paid-up; and
(b) within the case of any other company, by any member or members present in person or by proxy, where allowed, and having not but one-tenth of the total voting power.
(2) The demand for a poll could also be withdrawn at any time by the persons who made the demand.
(3) A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith.
(4) A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct.
(5) Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinise the poll process and votes given on the poll and to report thereon to him within the manner as may be prescribed.
(6) Subject to the provisions of this section, the Chairman of the meeting shall have power to manage the way during which the poll shall be taken.
(7) The result of the poll shall be deemed to be the choice of the meeting on the resolution on which the poll was taken.
110. Postal ballot
(1) Notwithstanding anything contained in this Act, a company—
(a) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such manner as could also be prescribed, rather than transacting such business at a general meeting.
(2) If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a general meeting convened therein behalf.
111. Circulation of members‘ resolution
(1) a company shall, on requisition in writing of such number of members, as needed in section 100,—
(a) give notice to members of any resolution which can properly be moved and is meant to be moved at a meeting; and
(b) circulate to members any statement with respect to the matters referred to in proposed resolution or business to be dealt with at that meeting.
(2) a company shall not be bound under this section to offer notice of any resolution or to circulate any statement unless—
(a) a copy of the requisition signed by the requisitionists (or two or more copies which, between them, contain the signatures of all the requisitionists) is deposited at the registered office of the company,—
(i) in the case of a requisition requiring notice of a resolution, not but six weeks before the meeting;
(ii) in the case of the other requisition, not but two weeks before the meeting; and
(b) there's deposited or tendered with the requisition, a sum reasonably sufficient to meet the company‘s expenses in giving effect thereto:
Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is named on a date within six weeks after the copy has been deposited, the copy, although not deposited within the time required by this sub-section, shall be deemed to have been properly deposited for the purposes thereof.
(3) the company shall not be sure to circulate any statement as required by clause (b) of subsection (1), if on the application either of the company or of any other one that claims to be aggrieved, the Central Government, by order, declares that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.
(4) An order made under sub-section (3) can also direct that the value incurred by the company by virtue of this section shall be paid to the company by the requisitionists, notwithstanding that they're not parties to the application.
(5) If any default is formed in complying with the provisions of this section, the company and each officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees.
112. Representation of President and Governors in meetings.
(1) The President of India or the Governor of a State, if he's a member of a company, may appoint such person as he thinks fit act as his representative at any meeting of the company or at any meeting of any class of members of the company.
(2) an individual appointed to act under sub-section (1) shall, for the needs of this Act, be deemed to be a member of such a corporation and shall be entitled to exercise the same rights and powers, including the proper to vote by proxy and postal ballot, as the President or, as the case may be, the Governor could exercise as a member of the corporate .
113. Representation of corporations at meeting of companies and of creditors
(1) A body corporate, whether a company within the meaning of this Act or not, may, —
(a) if it's a member of a company within the meaning of this Act, by resolution of its Board of Directors or other governing body, authorise such person as it thinks fit act as its representative at any meeting of the company, or at any meeting of any class of members of the company;
(b) if it's a creditor, including a holder of debentures, of a company within the meaning of this Act, by resolution of its directors or other governing body, authorize such person because it thinks fit act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or deed of trust , because the case could also be .
(2) A person authorised by resolution under sub-section (1) shall be entitled to exercise the same rights and powers, including the proper to vote by proxy and by postal ballot, on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the company.
114. Ordinary and special resolutions
(1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it's required to be gone by the votes cast, whether on a show of hands, or electronically or on a poll, because the case could also be , in favour of the resolution, including the vote , if any, of the Chairman, by members who, being entitled so to try to to , choose person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.
(2) A resolution shall be a special resolution when—
(a) the intention to propose the resolution as a special resolution has been duly laid out in the notice calling the overall meeting or other intimation given to the members of the resolution;
(b) The notice required under this Act has been duly given; and
(c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to try to , vote in person or by proxy or by postal ballot, are required to be not but 3 times the number of the votes, if any, cast against the resolution by members so entitled and voting.
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