SAMEERLIVE

KUNAL
 AGM (SEC. 96)
Meaning Time Limit When to Where to conduct Consequences
conduct (Place) of default

 Only during •Registered office of •Meeting beyond

•G.M held First Subsequent Co. City, town , village
business hours. time not void
once every AGM AGM of Regd. Office.
(9 am to 6 pm) •Fine – up to
year •AGM of unlisted Co.
Within 9  On any day 1,00,000 + 5000
•Compulsory can be held any
months from except National per day
for every where in India with
closing of first holiday (sec 99)
company consent of all
F.Y.
members in advance. •On default
except ‘OPC’
tribunal can direct
Whichever is earlier AGM
1) One AGM, each calendar year (i.e. up to 31st Dec) (sec 97)
2) Within 6 months from closure of F.Y. (i.e. till 30th Sep normally)
3) Gap between previous AGM & this AGM does not exceed 15 months.
*Note :- Extension of 3 months if AGM (except first) not conducted in specified time.
THEORY QUESTION

Neemrana Infotech Ltd. was incorporated on

1.4.2017. No General Meeting of the company has
been held so far. Explain the provisions of the
Companies Act, 2013 regarding the time limit for
holding the first annual general meeting of the
Company and the power of the Registrar to grant
extension of time for the First Annual General
Meeting.
(RTP NOV 2019)
PRACTICAL QUESTION

Rijwan Limited, a listed company, is in the business of

garment manufacturing and has its registered office at 123,
N Tower, Commercial Beta Complex, Biwadi, Rajasthan.
The company has called its 6th Annual General Meeting at 3
PM on 22nd August, 2019 at Ansal Plaza, Bhiwadi. Some of
the members of the company have opposed to calling of the
meeting at Ansal Plaza. The company has approached you
to advise them in this regard.
Suppose, Rijwan Limited is an unlisted company and wants
to call their 6th AGM at Jaipur, will your answer differ.
(RTP NOV 2019)
 EGM – Sec. [100]
Meaning Who may call Requisitions Time Place Other Imp
themselves Points

  
Any G.M BOD on request of
between 2 BOD SH(Requisition meeting)  Same Anywhere If company
AGM
 If Co. fails like AGM in India defaults in
  Who may request 1/10 of total to conduct conducing
Not paid up capital or 1/10 of total within 45 EGM
compulsor Normally to voting rights days
y transact any  

 urgent Deposit requisition form with
Within 3 Apply to
the company singed by
Deals only business requisitionist months NCLT
special  from date 
business of
Matter should be
 communicated but reason is deposited NCLT may
not required of req. also
Explanator form
y statement  conduct
compulsor Co. Within 21 days issue notice 
y with EGM (Sec.
notice Within 45 days Conduct Exp. Borne 98)
meeting by Co.
PRACTICAL QUESTION
Primal Limited is a company incorporated in India. It owns two
subsidiaries- Privy Limited (in which it holds 75% shares) and
Malvy Limited (a wholly owned subsidiary). Both the subsidiaries
are incorporated outside India. The Board of Directors of Primal
Limited intends to call an Extraordinary General Meeting (EGM) of
Primal Limited on urgent basis. Advise the Board of Directors on the
following:
i. EGM be held in India
ii. EGM be held in Netherlands
(RTP MAY 2019)
 Notice (SEC. 101)
Meaning Who can give? Who are entitled Time limit
to receive notice? (length notice)

• Intimation to  BOD  Every member  Should be sent at least

21 clear days before
members to  Can delegate their  L.R/ Nominee of meeting to calculate
attend meeting powers to secretary, deceased clear days
manager, etc. member  For calculating clear
• Intimates time, days
place, date &  If secretary or other  Official
A) Leave date of sending
issue without assignee/ notice & date of meeting
Agenda of meeting
delegation from receiver of
B) If Posted exclude 2 more
• Should always be BOD, Notice invalid insolvent days
in writing member
 However it can be  For Sec. 8 Co., it should
ratified by BOD  Auditor & be 14 clear days
director of Co.
Shorter Notice when valid
• Annual General Meeting may be called by giving a shorter notice, if
consent is obtained from 95% of members entitled to vote at
such meeting.
• EGM may be called by giving shorter notice, if consent is obtained
from:
• Majority of members in number who are entitled to vote; and
• Who represent not less than 95% of paid up share capital of
company (If company does not have share capital, consent of
members having 95% of voting power required)
Question
46. The AGM needs to be called by giving 21 days
clear notice. However, it can be called on shorter
notice if members entitled to vote in that meeting
give their consent in writing or by electronic mode.
In such cases how many members have to give
their consent?
(a) 75% of members entitled
(b) 90% of members entitled
(c) 91% of members entitled
Answer
PRACTICAL QUESTION
Chetan Ltd. issued a notice for holding its Annual general meeting
on 7th November 2019. The notice was posted to the members on
16th October 2019. Some members of the company allege that the
company had not complied with the provisions of the Companies
Act, 2013 with regard to the period of notice and as such the meeting
was valid. Referring to the provisions of the Act, decide:
i. Whether the meeting has been validly called?
ii. If there is a shortfall, state and explain by how many days
does the notice fall short of the statutory requirement?
iii. Can the delay in giving notice be condoned?
(MAY 2019)/(RTP NOV 2020)
PRACTICAL QUESTION
Vijay, a member of Mayur Electricals Ltd. gave in writing to the company
that the notice for any general meeting be sent to him only by registered
post at his residential address at Kanpur for which he deposited sufficient
money. The company sent notice to him by ordinary mail under certificate
of posting. Vijay did not receive this notice and could not attend the
meeting and contended that the notice was improper.

Decide:

i. Whether the contention of Vijay is valid.

ii. Will your answer be the same if Vijay remains in London for two
months during the notice of the meeting and the meeting held?

(RTP NOV 2020)

 Ordinary Business Special Business
.[Section 102(2)(a)] [Section 102 (2)(b)]
• For AGM: • For AGM:
1) Consideration of F.s , A.R , D.R • All business except the four
2) Declaration of dividend business is considered
3) Retirement of directors and special business.
appointment of directors in place of
those retiring
4) Retirement ,appointment and
• For EGM- All business are
reappointment of auditors and deemed to be special
fixing his remuneration business
• For EGM:
• No business is ordinary.
 Explanatory Statement (Sec 102)
1) All material facts concerning each item of business to enable
members to take decisions.
2) The nature of interest of every director, managers, Key
Managerial Persons, and relatives of them
3) If any item of the special business affects any other company,
then the extent of shareholding of every director and
manager in that company in case their shareholding interest
is at least 2% of the paid up share capital of the other
company.
4) The time when and place where the document to be
approved at the meeting can be inspected.
PRACTICAL QUESTION
Om Limited served a notice of General Meeting upon its members.
The notice stated that the following resolutions will be considered at
such meeting:
i. Resolution to increase the Authorized share capital of the
company.
ii. Appointment and fixation of the remuneration of Mr. Prateek
as the auditor.
A shareholder complained that the amount of the proposed increase
and the remuneration was not specified in the notice. Is the notice
valid under the provisions of the Companies Act, 2013.
(NOV 2019)
 Quorum [Sec 103]
Quorum Counting of If No Other IMP
Meaning
Required Quorum Quorum Pts.
Present 1. If all the members
are present, it is
immaterial that the
• Minimum quorum required
no. of is more than the
Public Co. Pvt. Co. Not Counted total number of
members Counted
members.
that must 1. Members personally Proxy of a 2. Articles may
be 2 present.
member
provide for larger
Quorum than
present in members 2. Representative of
prescribed.
order to • President
3. Quorum must be
•
constitute Governor of States See Next present
• Body corporate
a valid 3.Person in more than
slide throughout the
meeting
Meeting. one capacity
4Joint-holders of a shares
counted as 1
 IF NO QUORUM PRESENT
Wait for 30 min

If still not present see which meeting

Requisitionist’s meeting Other Meeting

Dissolved See time / day specified

Yes No

Meeting adjourned to that day(but 3 days Meeting automatically stand adjourned to next
prior notice required) week -- same day, same time, same place
 Meeting automatically adjourned to
next week, same day, time place
On day of Adjourned meeting

If no Quorum is present
Members present will form Quorum.
[Rule  But there should be at least 2 members]
PRACTICAL QUESTION
The Articles of Association of Ajad Ltd. require the personal presence of 7
members to constitute quorum of General Meetings. The company has 965
members as on the date of meeting. The following persons were present in the
extra-ordinary meeting to consider the appointment of Managing Director:
 A, the representative of Governor of Uttar Pradesh.
 B and C, shareholders of preference shares,
 D, representing Y Ltd. and Z Ltd.
 E, F, G and H as proxies of shareholders.
Can it be said that the quorum was present in the meeting?

(RTP MAY 2020)

 Sec.104  Chairman

Appointment Other Imp points

• Normally  By Shareholders  show of hand In case of tie on

a resolution,
• If Poll demanded  • During poll Chairman by chairman puts
show of hand
continues his casting vote

• After Poll if some body

else is appointed he
continues till rest of
meeting
 Proxy [Sec. 105]
Who can be Gen. Pts.
Other Imp.
Meaning appointed as Regarding Proxy Form
Point
Proxy Proxy
• Any person members or 1)Company can
• Person who • Cannot speak make it’s own
not(except sec 8 company) at meeting
is appointed proxy form or
by member • A person can act as proxy • Is not can use form no.
to represent on behalf of member— counted for Time to
themselves counting Inspection MGT- 11
to attend
i. Not exceeding 50
quorum. deposit
ii. Holding in the aggregate 2)If member and
and vote not more than 10% of the • Cannot vote proxy both vote,
• He is agent total share capital of the by show of • At least 48 • Any members vote
of person company carrying voting hand hrs. before members will be counted
appointing
rights. meeting can inspect
• Can demand
him • A member holding more poll and also • Articles may • He has to 3)Revocation of
than 10% of the total vote. specify less give 3 days Proxy
• Also form in share capital of the than but not notice
which proxy more than • If members
Company carrying voting 48 hrs.. • Can inspect personally
is appointed rights may appoint a not less than
is a called as single person as proxy, • If articles 24 hrs. present
proxy form. provided that such person
specify more before • If members
than 48 hrs. meeting till
shall not act as proxy for then rule of completion appoint new
any other person or 48 hrs. will of meeting proxy.
apply
shareholder.
PRACTICAL QUESTION
A General Meeting was scheduled to be held on 15th April, 2019 at 3.00 P.M. As per the
notice the members who are unable to attend a meeting in person can appoint a proxy
and the proxy forms duly filled should be sent to the company so as to reach at least 48
hours before the meeting. Mr. X, a member of the company appoints Mr. Y as his proxy
and the proxy form dated 10-04-2019 was deposited by Mr. Y with the company at its
registered Office on 11-04-2019. Similarly, another member Mr. W also gives two
separate proxies to two individuals named Mr. M and Mr. N. In the case of Mr. M, the
proxy dated 12-04-2019 was deposited with the company on the same day and the proxy
form in favor of Mr. N was deposited on 14-04-2019. All the proxies viz., Y, M and N were
present before the meeting.

According to the provisions of the Companies Act, 2013, who would be the persons
allowed to represent as proxies for members X and W respectively?

(MTP MAY 2019) (RTP MAY 2021)

 Voting Rights (Sec 106)
1) Voting rights cannot be
restricted except
a) If calls unpaid
b) Company has lien on shares.
2) Voting can be conducted :
a) By show of hand [107]
b) By electronic method [108]
c) By Poll [109]
d) By Postal ballot (sec 110)
Sec. 107 – Voting by Show of Hands
1) Voting is conducted by show
of hands unless
a) Poll demanded
b) Voting carried out electronically
2) Here – 1 Person = 1 Vote
3) No need to mention no. of votes in
favour or against the resolution, in
minutes.
 Sec. 108 – Voting through Electronic means
Applicable Preliminary Voting Scrutinizer
to rules
 Shall remain  Appointed by BOD
1) In Notice to give result
(a) Every  Give details of open for at
listed co. meeting least 3 days  Can be CA/CMA
Close at 5 pm /CS /Advocate
 How to create Login (Practice)
(b) Other co. ID, Password on date
 Time, process,
preceding GM  Duties
manner of voting  Once voted  Open & close
voting
cannot be
2) Give Advertisement In changed  Count total votes
Members ≥ (through remote
𝟏𝟎𝟎𝟎 𝐦𝐞𝐦𝐛𝐞𝐫𝐬 a) English newspaper
Those who e-voting and In
b) Vernacular cannot vote G.M)
newspaper can vote in  Give result not
At least 21 clear day meeting later than 3 days
from meeting
 Poll [109]
Who can Rules for
demand/order poll
poll
Members vote in ballot/
Chairman On polling paper (MGT-12)
suo-moto demand
Poll shall be taken within 48
hours of demand.
Co. having Others Voting dependent of total
paid up capital held.
share capital
Votes counted by scrutinizer.
At least 1/10th At least Scrutinizer shall submit
voting power or report to Chairman. (MGT -
1/10th of voting 13)
Paid up capital power
of Rs. 5 lac.
PRACTICAL QUESTION
Examine the validity of the following decisions of the Board of
Directors with reference of the provisions of the Companies Act,
2013.
i. In an Annual General Meeting of a company having share
capital, 80 members present in person or by proxy holding more
than 1/10th of the total voting power, demanded for poll. The
chairman of the meeting rejected the request on the ground that
only the members present in person can demand for poll.
ii. In an annual general meeting, during the process of poll, the
members who earlier demanded for poll want to withdraw it. The
chairman of the meeting rejected the request on the ground that
once poll started, it cannot be withdrawn.
(RTP M 16/N 18/MTP M 20)
 Postal Ballot (Sec 110)
For which matter shortcut A2 B C2 D E F G
All company A  Alteration or object clause (clause 3 of MOA)
except – A  Alteration of AOA to convert private company into
(i) OPC public Company.
B  Buy Back of shares (Redemption of equity shares)
(ii) Company C  Change in place of registered office outside local limits
having (Clause 2nd of MOA)
members up to C  Change in object for which money was raised but still
200 has unutilized money.
D  Issue of shares with (DVR) Differential Voting Rights
E  Election of Small Shareholders Directors
F  For variation in rights attached to shares or debentures
G  Giving loans/guarantee or Enactment exceeding
amount specified under Sec. 186
*Note – Items of business required to be transacted by means of postal ballot, may be transacted
at GM by voting through Electronic means, only companies on which Sec 108 is applicable.
 Procedure for Postal Ballot (Sec. 110)

Along with Send copy of draft resolution and

Notice prepaid reply card.

Reply Replies within 30 days from date of

issue of notice will be valid

Result Declared by scrutinizer within 7

days of last date of receive replies
THEORY QUESTION

SV Technologies Limited is proposing to

convene a General Meeting of its members.
Explain briefly the provision of the Companies
Act, 2013 relating to the procedure to be
followed for transacting business of the general
meeting through “postal ballot”.
(NOV 2016)
 Sec. 111
Members may
a) Include their business in meeting (at least 6 weeks)
b) Circulate any statement (at least 2 weeks)

But by depositing request by members by at least

1/10th of total voting power or 1/10th of total paid up
capital (same like IGM)
 Sec. 112
Governor, of states & President of
India if member of company, can
appoint representative to attend &
vote on their behalf and they will not
be treated as proxy and will be
deemed to be member.
 Sec. 113
Same like Sec. 112 but for companies
/ Corporations
 Sec. 114
Resolution

Ordinary Special
Atleast 75% voters
VF> VA in favour
3/4th majority
VF≥ 3 × VA
Note: Votes will be counted only of members
present, whose votes are valid and are not abstained
to vote.
Question
44. A resolution shall be a special resolution when
the votes cast in favour of the resolution by
members are not less than the number of votes, if
any, cast against the resolution.
(a) Twice
(b) Three times
(c) Four times
(d) Two third of
Answer
PRACTICAL QUESTION

At a General meeting of a XYZ Limited, a matter was to

be passed by a special resolution. Out of 40 members
present, 20 voted in favor of the resolution, 5 voted
against it and 5 votes were found invalid. The remaining
10 members abstained from voting. The Chairman of the
meeting declared the resolution as passed. With
reference to the provisions of the Companies Act, 2013,
examine the validity of the Chairman’s declaration.
(MTP NOV 2019)
 115  Resolution Requiring Special Notice
What  By shareholders

By Whom  1% of voting powers, or at least 5 lac P.O.C

Time Limit Max- 3 months before meeting

Min – at least 14 days before meeting

Reply by Co. At least 7 days before meeting, if not possible publish in
newspaper & post in website

E.g. Director Auditor

 Appointment
 Removal
 Removal
 Appointment  Expressly providing that retiring
auditor shall not be reappointed
PRACTICAL QUESTION

Members of ZA Ltd. holding less than 1% of

total voting power want the company to give a
special notice to move a resolution for
appointment of an auditor other than retiring
auditor. Explain whether members have
complied with relevant provisions of the
Companies Act, 2013 in making their request.
(NOV 2018)
116  Resolution paned on Adjourned meeting

Although adjourned meeting is a extension

to and part of original meeting

But any resolution passed in adjourned
meeting

Is deemed to be passed on date of passing
and not earlier date
 117  Resolution & Agreement filled with ROC
Copy of following resolution
1. S.R.
2. B.R  Application / renewal/ variation of terms  M.D
3. Resolution for winding up
4. Resolution as per Sec. 179(3) (Borrowing power of BOD)
Except
a) Pvt. Co. b) Bank Co. c) IFSC Public Co.
5. [unanimous resolution]
6. Class Resolution [E.g..  Sec. 48 variation of class of shareholder]

Filled with ROC within 30 days of passing

MGT-14
* More than 30 days  Penalty
 118 Minutes & 119
Meaning Applicability Signing Inspection(sec 119) Other IMP Points

 Fair & • To all Co. • Prepared & Only by members i. Chairman

correct entered into  can
• For all min. book During business hours exclude
summary within 30 days any matter
of meetings of meeting 
if
Co. Should reserve at i. Immateri
proceedin • Every page least 2 hrs al
g of initialed & last Copy provided ii. Defamato
meeting page signed 1y  ry to
chairman person
Presc. Fees (Rs. 10 per
 Official • It chairman page) iii. Detrimen
record of dies/ tal to Co.

event held unavailable Within 7 days (Penalty
ii. Preserve
in meeting •  if failed) permanent
Note : Refusal to
ly
• Any director members under any • Sec. 8 Co. Not
authorize by Circ. Not allowed even
req. to have
BOD if B.R passed
minute book
 Question

10. Gama Limited’s General Meetings are held at its

registered office situated in Delhi. The minute book
of General meetings of Gama Limited will be kept at:
(a) That place where members of Gama Limited will
decide.
(b) That place where all employees of Gama Limited will
decide.
(c) Registered office of the company Gama Limited.
(d) That place where senior officials of Gama Limited
will decide.
(1 Mark) (MTP Nov. 21)
Answer
QUESTION

In a General Meeting of PQR Limited, the

Chairman directed to exclude certain matters
detrimental to the interest of the company from the
minutes. M, a shareholder contended that the
minutes of the meeting must contain fair and correct
summary of the proceedings thereat. Decide,
whether the contention of the M is maintainable
under the provisions of the Companies Act, 1956?
(RTP N 2013/M 2018/MTP N 19)
 120  Maintenance & Inspection of documents in Elect. form
• Listed co. Shareholders
• Co. having > 1000 Debenture holders
Mandatory 
Sec. holder
• Shall maintain

• In electronic form

• Conditions

• Format  As per law Soft copy / Hard copy
• Capable of being recorded
• Readable / Retrievable / Reproduced in printed form
• Capable of dated & signed digitally
• Cannot be edited / altered
• Can be updated.
 Sec. 121
Every listed public company

Shall file MGT-15 with ROC within

30 days from AGM

Which contains details of AGM

Question
45. Every listed company shall file with the
Registrar a copy of the report on each annual
general meeting within of the conclusion of the
annual general meeting.
(a) 7 days
(b) 30 days
(c) 60 days
(d) 90 days
Answer
 Question

9. The Annual General Meeting of Brother Limited was held

on 25th May 2021. According to the provisions of
Companies Act, 2013, till what date the company
should submit report of AGM to the registrar?
(a) 04.06.2021
(b) 09.06.2021
(c) 24.06.2021
(d) 25.06.2021
(2 Marks) (MTP Nov. 21)
Answer
 Sec. 88
Every company whether pvt or public, whether having capital or
not.
Register of (+) Register of (+) Reg. of (+) Foreign Register
Members Debt. other (Rule 7)
 Holders Sec. 

MGT 1 hold.
 • Kept outside India
MGT 2
MGT 2 • Details of Sec.holder residing
outside India in that country
• Location of office to be noted to
ROC within 30 days of opening of
foreign register in MGT 3.
• Any change in location of such
office, notice in Form No. MGT 3
• Format and rules for
inspection same like main
register
Sec. 88 – Note
• Entries in register u/s to be made within 7 days of approval of
BOD/committee (except foreign register to be held simulatenously
)
• Register to be maintained at regd office but can be shifted by S.R
where atleast 1/10 th of total members reside
• If no of members are 50 or more , also make index
 Question
(i) The Tribunal passed an order dated 20.05.2021. Latest by
what date should the entry of Mr. Ram’s name be made in the
register of members?
(a) 25.05.2021
(b) 27.05.2021
(c) 30.05.2021
(d) 31.05.2021
Answer
 Sec. 89  File declaration with Co.

If name in register of If no name in register of If change in

members members beneficial interest

But no beneficial But holds
beneficial interest
interest
File declaration in form no MGT- 4 In Form No. MGT- 5
Within 30 days
Decl. shall be filed with the co. –
a) By person in whose name
shares have been regstd. 
Form No.
MGT - 4
b) By person holding beneficial
interest in such shares  Form
No. MGT- 5

Co. Will
1. Make note of it.
2. File return with ROC in MGT – 6 within 30
days
 Sec 90- Significant beneficial owner(SBO)
1. Means a individual or along with others or
trust holds-Directly or indirectly Atleast 10
% shares/Voting rights /dividend in
company
2. Indirectly means through
• Body corporate – SBO holds majority stake in Co
or Holding
• HuF – SBO karta
• Partnership firm – Sbo partner
• Trust - trustee
Sec 90 – Reporting requirements - steps
1. Individual who becomes SBO files declaration to co – within 30
days in BEN-1 form
2. On receipt – Reporting CO files BEN-2 with ROC within 30 days
3. Company shall maintain Register of BO – Ben 3
4. Co shall take reasonable steps to find Bo and Send him BEN-4 to
enquire whether he is BO if Co has reasonable cause to believe
5. If person fails to reply Co can apply to tribunal within 15 days
and Tribunal orders within 60 days

6. Note – Rule not applicable if CO held by C.G/S.G/Local authority

Sec. 90 C.G if required  can order enquiry or investigation

To investigate beneficial ownership of shares
Sec. 91 A company can close register of members /deb.holder/other sec. holder

Max  30 days  at one time
Max  45 days  in a year

By giving notice of at least 7 days prior to closure

Public Co. Pvt. Co.

 
 Publish in website
 In newspaper To all members
Sec. 92 Annual Return  MGT-7

Contents Details regarding shares / Deb. / indebtness / change of member /

promoter / directors / KMP/ meeting held / resolution details /
penalty on Co. etc.

Signing Director + CS (If no C.S then Pract.C.S)

In OPC + Small co. + Pvt. Co.  only CS or director (if no C.S)
Listed Company; or
Certification  By PCS if P.U.C  10 cr or more; or

Issue Certificate In MGT- 8 T/o  50 cr or more

Preserva  8 years
tion
Time limit  Within 60 days of AGM or last date of AGM ought to have been held
of filling
Practical Question

Bazaar Limited called its AGM in order to lay down the

financial statements for Shareholders’ approval. Due to want of
Quorum, the meeting was cancelled. The directors did not file
the annual returns with the Registrar. The directors were of the
idea that the time for filing of returns within 60 days from the
date of AGM would not apply, as AGM was cancelled. Has the
company contravened the provisions of Companies Act, 2013? If
the company has contravened the provisions of the Act, how will
it be penalized?
(MAY 2018) (MTP NOV 2020)
Sec. 94 Additional matters  reg. Registers, Returns, etc.
 Inspection At least 2 hrs every working day
 Mem/ Deb. Holder / sec. holder  no fees
Fees Other  Rs 50
For copy  Max Rs. 10 per page
 Period of Reg. of members  Permanently
maintenance
Reg. of deb. Holder  8 years from redemption

Annual return  8 years from filing

Sec. 95  Reg. u/s 88 and annual return u/s 92 prima facie evidence
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