NITIKA BACHHAWAT

Revision Charts – CA Inter

Meetings

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 Types of meeting
Annual general meeting (section 96) Extra ordinary general meeting (section 100)
First meeting Subsequent meeting By the board By the requisitionists
Within 9 months from the  Once in every year On its own motion On a requisition company should within
end of the financial year  Gap between two not 21 days from the date of deposit of
more than 15 months On a requisition requisition take steps to call the
 Within 6 months Shares capital: holding not meeting. Within 45 days from the date
from end of the less than 1/10th of the total of deposit of requisition the meeting
financial year paid up capital having a should be held.
power to vote. If the company fails to call the meeting
No share capital: holding within 45 days the requisitionists may
not less than 1/10th of the within 3months from the date of
total voting power. deposit of requisition.
if the meeting is called by the
requisitionists the company shall
reimburse them and such sum shall be
deducted from the fee or remuneration
payable to such directors who were in
default of calling of the meeting.
Day: any day which is not a national holiday EGM shall be held anywhere within India. In case of a company which
Time: during the business hours is a wholly owned subsidiary of a company incorporated outside
Place: at the registered office or within the same city, town India EGM can be held outside India.
or village in which the registered office is situated. In case of IFSC Private company EGM can be held anywhere in or
In case of a government company such other place as the CG outside India if all the shareholders agree to it.
may approve in this behalf. This exception, modification and
adaption shall be applicable to a government company which
has not defaulted in filing its Financial statement u/s 137 or
annual return u/s 92. In case of a section 8 company time,
date and place of meeting shall be decided upon before by

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the Board on the direction of the company in its general
meeting.
In case of unlisted company AGM may be held at any place
in India if consent is given in writing or by electronic mode
by all the members in advance.

Power of Tribunal to call AGM (section 97)
If company fails to call meeting
Member may make
an application to
Tribunal
May call the OR direct that the
meeting should be called
such meeting shall be regarded as the AGM of the company.
Tribunal may pass directions as it deems fit such meeting
and can also pass an order that even if one member is present
in person or proxy the meeting shall be valid.
Power of Tribunal to call any meeting other than AGM (section 98)
If it is impracticable for the company to call meeting
Member entitled to vote at the
meeting or director may make an
application to or the Tribunal may
suomotu
Tribunal
May call the OR direct that the
meeting should be called
such meeting shall be regarded as the AGM of the company. Tribunal
may pass directions as it deems fit such meeting and can also pass an
order that even if one member is present in person or proxy the meeting
shall be valid.

Penalty (section 99)

if default is made u/s 96, 97 and 98 the company and every officer of the company who is in default shall be punishable with fine which
may extend to one lakh rupee and in case of continuing default with a further fine which may extend to 5000 for every day during which
the default continues.

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Notice (section 101 read Quorum (section 102) Representative of the Representative of a Proxy (section 105 read
with Rules) president of India or body corporate(section with Rules)
governor of a state 113)
(section 112)
1. 21 clear days notice. Articles do not specify If the President of India If a body corporate is a Any person entitled to
In case of section 8 higher quorum shall be: or the Governor of a state member of a company it attend the meeting is also
company 14 days notice Public company: is a member of the may appoint any person entitled to appoint a
2.clear excludes the day 5 members personally company he may appoint to attend the meeting. proxy.
of notice and the day of present – upto 1000 a representative to attend Such representative shall No right to speak at the
posting 15 members personally the meeting on his behalf. be regarded as a member meeting and can vote
3. if notice is sent by post present – more than 1000 Such representative personally present for only on poll.
it is deemed to have been upto 5000 shall be regarded as a each such body Need not be a member
served 48 hours after 30 members personally member personally corporate. of the company but in
posting. present – more than 5000 present case of section 8
4. it may be in writing or Private company company only a
electronic mode. 2 members personally member can be a proxy.
. notice shall be given to present Not apply to a company
 Every member of If quorum not present not having a share
the company within half an hour capital.
 Legal meeting adjourned to Can act as proxy for
representative of a next week same day  Not more than 50
deceased member same time if adjourned members and
 Official assignee meeting also quorum not  holding in
of an insolvent present members present aggregate not
member shall form the quorum. more than 10% of
 Auditor of the If meeting called by the total share
company requisitionists and capital of the
 Director of the quorum not present company carrying
company meeting shall stand voting rights.

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5. notice shall specify the cancelled. Appointment of proxy
day time and place of 3 days notice for shall be in the Form
meeting6. Accidental meeting adjourned due to MGT – 11.
omission to give notice lack of quorum or change Notice shall state that a
shall not invalidate the in day time or place shall member who has a right
proceedings of the be given. to attend the meeting
meeting. Quorum must be present shall also have a right to
7. shorter notice shall be throughout the meeting. appoint a proxy.
valid if consent is given Proxy form must be
by: deposited atleast 48
 In case of an AGM hours before meeting.
by 95% of the Member who has cast his
members entitled vote through electronic
to vote thereat mode cannot appoint a
 In case of other proxy.
general meeting if Member can inspect
company has a proxy form if he gives 3
share capital days notice. Inspection
majority in can be done 24 hours
number and who before the meeting till
represent not less the conclusion of the
than 95% of such meeting.
paid up capital
which gives a
right to vote
In case the
company has no
share capital not
less than 95% of

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 the total voting
power exercisable
at the meeting.

In case of electronic
mode notice may be sent
as an attachment or as a
text or as a notification
providing electronic
link.
Email shall be addressed
to every person entitled
to receive as per the
records of the company.
Advance opportunity
once in a financial year to
the members to register
his email and changes
therein.

Restrictions on voting
rights (section 106)
A company may if
authorized by the
articles can restrict the
voting rights of the
VOTING
Voting by show of hand Voting by electronic Demand for poll Postal ballot (section
(section 107) mode (section 108 and (section 109) 110 and Rules)
Rules)
Voting at the GM shall  Listed company Demand for poll can be Conducted for
be done by show of  Company having made at any time before  Business specified
hands unless a poll is not less than 100 or after the declaration by CG
demanded or voting is members. of result of voting by  May conduct for

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member: done be electronic mode. Option to vote for show of hands. any other business
Where the member fails The decision of the resolutions to be other than ordinary
to pay the calls chairman shall be considered at the general Demand for poll can be business and where
Where the company conclusive evidence of meeting. made by the auditor or
exercises a lien over the passing of such  In case of company director has to
shares resolution. Not applicable to having a share make a
Restriction cannot be on  Nidhi company capital members representation.
any other ground. In case private  Institutional (person or proxy) Any business specified
companies, section 107 investor referred holding not less by CG may be
th
shall apply unless to in chapter XB than 1/10 of the conducted through GM
otherwise specified in and XC of total voting power if the company gives its
respective section or the SEBI(ICDR) or holding shares members an option to
articles of the company Regulations. on which an vote electronically.
provide otherwise . aggregate sum of
This section shall apply The notice shall be sent not less than 5L OPC and companies
in case of a specified to or such higher having members upto
IFSC public company  Members amount as may be 200 are not required to
unless otherwise  Directors prescribed has transact any business
specified in the articles of  Auditors of the been paid up. thorough postal ballot.
the company. company  Company having
by way of no share capital Procedure:
 Registered post or members holding Send notice along with
th
speed post not less than 1/10 draft resolution
 Through electronic of the total voting The notice to be sent by
means power.  Registered post or
 By courier service speed post
The demand for poll can  Through electronic
Notice shall state be withdrawn at any means
 Facility of voting time by the persons who  By courier service

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  Members who had made a demand Advertisement to be
have not cast their published.
vote can vote at the Poll for adjournment of The notice shall state:
meeting meeting and appointment  Business to be
 Members who of chairman shall be transacted by
have voted taken forthwith. In other postal ballot
electronically can cases within 48 hours  The date of
attend but not vote from when the demand completion of
 The manner of was made. dispatch of notice
voting, the time  The date of
schedule, details commencement
about login ID and and end of voting
process and  Votes received
manner for after the date shall
generating not be considered
password  Members who
Publish a notice stating have not received
 Busness conducted the postal ballot
by electronic mode may apply to
 The date and time company
of commencement
and end of voting Company shall appoint a
 Cut-off date scrutinizer.
 Manner in which The scrutinizer shall keep
persons who in his custody the votes
acquired their received.
shares after The scrutinizer shall
dispatch of the prepare a report and
notice may obtain hand it over to the

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 login ID and company within 7 days
password. from the date of
competition of the postal
The facility shall be open ballot.
for not less than 3 days
and close at 5:00 PM on Business to be
the date preceding the transacted by postal
date of the meeting. ballot:
1. Alteration of
articles to remove
or add the
restrictive clauses
of a private
company
2. Alteration of
object clause
3. Alteration of
registered office
outside the local
limit of the city,
town or village in
which the
registered office is
situated.
4. Change of objects
where the
company has
raised money from
public and still has

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In case of resolution passed at the adjourned meeting the date of the resolution shall be the date on which it is actually passed and
not any prior date. (section 116)
Ordinary resolution (section 114)
Simple majority
Votes in favour are more than the votes
against
favour > against
Resolution
Special resolution (section 114)
 Notice must specify that the
resolution is a special resolution
 Votes in favour are three times the
votes against
Favour > 3against
unutilized money
5. Issue of
differential rights
shares
6. Variation of
shareholders rights
7. Buy of shares
Resolution requiring special notice
(section 115)
Resolution requiring special notice is
required in the following cases:
1. to appoint as auditor any person
other than the retiring one
2. to stand fo r directorship by a
person other than the retiring director
3. to remove a director or to appoint a
person to fill the vacancy caused by
the dismissal of the director at the
same meeting
member (holding not less than
1% of the total voting power or
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 holding shares on which sum not
exceeding 5L) send notice to company

(not less than 14 days and not more than

3 months)

company

(atleast 7 days before the meeting

excluding the day of meeting and posting

send it to the other members

if not possible to send then publish it
Minutes (section 118) Inspection of minute book (section (119)
Minute of The minute book
 Board meeting  shall be kept at registered office and
 Committee of Board  shall be open for inspection
 General meeting
 Postal ballot
The company may impose restrictions but it shall be open for
Minutes shall contain a fair and correct summary and shall have inspection for minimum 2 hours everyday.
an evidentiary value.
A member may demand a copy of the minute and a copy shall be
In case of Board meeting the minutes shall specify provided to him within 7 days.
 The name of the directors present and
 Names of the directors who voted against the resolution If inspection is refused or copy is not furnished
 company – fine of 25,000
The chairman may exclude any matter if:  officer of the company who is in default – n5,000 for every

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 such refusal or default

Defamatory to irrelevant or detrimental to the If default is made Tribunal may direct an immediate inspection of
a person immaterial interest of the company the minute book.

Prepared within 30 days from the conclusion of the meeting and

each page shall be signed and last page signed and dated by the
chairman of the meeting. In case of postal ballot by the
chairman of the Board.

In case of inability of the chairman to sign shall be signed by:

 In case of Board meeting by the chairman of the next
meeting
 In case of general meeting by any director authorizedby
the Board
 in case of postal ballot by any director authorized by the
Board

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