Chapter 6

GENERAL MEETINGS

6.1 REGISTER TO BE MAINTAINED BY COMPANIES [Section 88 read with Rule 3 & Rule 5 of the
Companies (Management & Administration) Rules, 2014]

Applicable to Every company shall keep and maintain the following registers :—
Which (a) register of members➔ Separate details for equity and preference➔member residing in
Company or outside India;
(b) register of debenture-holders; and
(c) register of any other security holders.

Time period Within 7 days of the date of approval by the Board or Committee thereof
for entries in
register

Place where At the registered office of the company

register shall unless a special resolution is passed in a general meeting ➔ to place it
be maintained
✓ at any other place within the city, town or village in which the registered office is
situated or
✓ any other place in India in which more than 1/10th of the total members entered in
the register of members reside.

Particular in Rule 3 ➔to be in Form MGT-1.

register: In case of a company not limited by shares, the register shall contain the following
particular, —
• Name of the member, address ,email address; Permanent Account Number or
Corporate Identity Number (‘CIN’); Nationality; in case member is a minor-name of
his guardian and the date of birth of the member, name and address of the nominee;
• Date of cessation;
• Amount of guarantee, if any;
• Any other interest, if any; and
• Instructions, if any, given by the member with regard to sending of notices, etc.

Maintenance of Rule 4➔Company which issues debentures or any other security ➔Register for debenture
register of holder or security holder in Form MGT-2.
debenture
holders:

Index of names Index is not necessary where the number of members is less than 50.
Chap. 6 General Meetings 73

6.2 FOREIGN REGISTER [Section 88(4) read with Rule 7]

1. Applicability A company which has share capital or which has issued debentures or any other security
outside India may keep in any country outside India

2. Change in of the opening of any foreign register

Register
of event of any change in the situation of such office
Within 30 days from the
date of its discontinuance

File notice with the Registrar of such change or discontinuance.

3. Format ✓ To be part of the company's register known as "principal register" of members or

of debenture holders or of any other security holders or beneficial owners
✓ TO be maintained in the same format as the principal register.

4. Submission A copy of every entry in any foreign register➔ Transmit to its

of Record to Within 15 days registered office
Indian Office
from the date
Co to keep at its registered office ➔ a duplicate register of
every foreign register

5. To be authenticated by the CS of company or by any other person authorised by BOD

Authentication

6.3 DECLARATION IN RESPECT OF BENEFICIAL INTEREST IN ANY SHARE [Section 89]

1. Declaration A person whose name is entered in the register of members of a company as the holder of
by person shares➔ but who does not hold the beneficial interest in such shares (hereinafter referred
registered as to as "the registered owner"),
shareholder
File a declaration to that effect in Form No. MGT.4➔ with company➔within 30 days➔
from the date when his name is so entered:

Where any change occurred in the beneficial interest➔Registered owner shall➔, within a
period of 30 days of such change➔ make a declaration of such change to the company in
Form No. MGT.4
2. Declaration Every person➔having beneficial interest in shares of a company➔ not registered in his
by Beneficial name (hereinafter referred to as "the beneficial owner")
owner
to file with the company, a declaration➔ in Form No. MGT.5➔ within 30 days of
acquiring such beneficial interest

If any change occurs in the beneficial interest➔beneficial owner shall➔within 30 days

from such change➔ make a declaration of such change to the company in Form No.
MGT.5
3. Meaning of Includes, the right or entitlement of a person
74 General Meetings Chap. 6
Beneficial ✓ alone or
Interest ✓ together with any other person
to—
(i) exercise or cause to be exercised any or all of the rights attached to such share; or
(ii) receive or participate in any dividend in respect of such share.
3A. Mutual Fund or Venture Capital Fund or such other fund as may be approved by
Exemption SEBI➔need not file the declarations under this section.

Note 26:

Investor Mutual Fund Shares of

Investme
nt Co.

Beneficial owner = Investors

Registered owner = Mutual Funds
4. Penalty ✓ upto fifty thousand rupees and
✓ If failure is a continuing one, with a further fine which may extend to 1,000 rupees for
every day till the failure continues.

6.4 REGISTER OF SIGNIFICANT BENEFICIAL OWNERS IN A COMPANY [Section 90]

1. By Whom Every individual acting alone holds

Who ➔ through one or ✓ beneficial interests, of not less than 25%
or or such other percentage as may be
more persons
prescribed in shares of a company or
Trust ✓ exercise➔significant influence or
✓ control as defined in clause (27) of section
2
over the company

To make a declaration to company➔ specifying the nature of his interest and other
particulars

1A. acting alone Possess one or more of the following rights in

Companies the Reporting Company (i.e. the company in
(Significant together respect of which SBO declaration is required to
Beneficial be filed)
Owners) through one or
An individual
Amendment more persons
who➔
Rules, 2019 or trust
("Amendment
Rules")
Holds indirectly, or together with Has the right to Has the right to
any direct holdings, receive➔ through exercise➔ in any
indirect holdings alone, manner other than
or together with any through direct
direct holdings holdings alone.
Chap. 6 General Meetings 75

Not less than Not less than in not less than 10% of significant influence
10% of the 10% of the the total distributable or control,
shares; voting rights in dividend in a financial
the shares year

If an individual does not hold any right or entitlement indirectly under sub-clauses (i), (ii)
or (iii), he shall not be considered to be a significant beneficial owner.

1B. “Significant influence” means the power to participate,

Significant ✓ directly or indirectly,
influence
✓ in the financial and operating policy decisions of the reporting company
✓ but is not control or joint control of those policies.

2. Direct and Individual holds➔ any rights or entitlement directly➔ shall not be considered as SBO.
Indirect
shareholding:
if he satisfies any of the following criteria:

1. the shares in the Relevant Company 2. the individual holds or acquires a

are held in the name of such individual; beneficial interest under section 89(2)
+
Made a declaration in this regard to the
Relevant Company.

Indirect shareholding is, when a shareholder is a (a) Body corporate; (b) Hindu
Undivided Family (c) Partnership (d) Trust (e) Pooled investment vehicle.

3. Onus on The duty is on the reporting company➔ to identify a SBO and cause such SBO to make a
the reporting declaration in the prescribed Form.
company Every reporting company shall give➔ notice in the Form BEN-4 to any person whom the
company knows or has reasonable cause to believe—

to be a SBO ✓ having knowledge of SBO ✓ to have been a SBO

✓ or another person likely to ✓ at any time during the 3 years
have such knowledge; or immediately preceding the date on
which the notice is issued, and
✓ is not registered as a SBO

Every company shall maintain a register of SBO in Form No. BEN-3

It shall be open for inspection➔ by any member of the company
✓ during business hours
✓ at such reasonable time of not less than two hours,
✓ on every working day as the board may decide

4. Non- The company shall,—

Receipt of Apply to the Tribunal➔within a period of 15 days of the expiry of the period specified in
Intimation to the notice,
company
✓ for an order directing that the
76 General Meetings Chap. 6
✓ shares in question be subject to restrictions
✓ with regard to transfer of interest,
✓ suspension of all rights attached to the shares

1. Where that person fails to give the 2. Where the information given is not
company the information required by the satisfactory,
notice

5. Order by Tribunal may, after giving ➔ROOBH➔make such order restricting the rights attached
Tribunal with the shares➔within 60 days of receipt of application

6. Right to The company or the person aggrieved by the order of the Tribunal
appeal Within 1 year
✓ may make an application to the Tribunal from the date
available to
aggrieved ✓ for relaxation or lifting of the restrictions placed, of such order:
party
If no such application has been filed within a period of one year from the date of the
order➔Shares shall be transferred, without any restrictions, to the authority u/s 125

7. Declaration 1. Every individual who is a SBO in the 2. Any individual, who subsequently
by SBO Reporting Company becomes a significant beneficial owner in
the Reporting Company
Or
or whose SBO undergoes any change

to file a declaration with the Reporting to file a declaration with the Reporting
Company Company

Form BEN-1 within 90 days Form BEN-1 within 30 days of such

acquisition or change.

Reporting Company will be required to file

the said disclosure with the Registrar
within 30 days of receiving it from the
SBO

8. Non- Where the shares of the Relevant Company are held by:
Applicability (a)the Investor Education and Protection Fund Authority;
(b)its holding company;
(c)the Central Government, any State Government or any local authority;
(d)an entity/body corporate controlled wholly or partly by the Central Government and/or
State Government(s);
(e)investment vehicles such as mutual funds, alternative investment funds (AIFs), Real
Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InVITs) registered
with SEBI
(f)Investment vehicles regulated by the RBI/IRDA/PFRDA
Chap. 6 General Meetings 77

Exemption Provisions of Sec 89 and Sec 90 are not applicable to government company➔if no default
in filing of financial statement u/s 137 or Annual Return u/s 92

Note 27:
Transfer of Shares
‘X’ (10,000 shares) ‘Y’
‘SH4 + Sh. Cert.’

Case 1 Notice Case 2 AGM

In Both Cases who shall be entitled to all benefits e.g. Dividend, Bonus, Right etc. ‘X’
or ‘Y’
As per Section 91:
➢ Record Date to be ascertained
➢ All benefits to share holder on record date
➢ No transfer to be register from record date till G.M.
Record Date = Closure of register of members / Deb. Holders

AGM EGM Overall

Closure Max. 30 days Balance Max. 45 days

6.5 CLOSURE OF REGISTER OF MEMBERS or DEBENTURE HOLDERS [Section 91]

1. Applicable In case of closure of register of member as well as register of debenture holders:

2. Maximum 1. At one time-30 Days

Closure allowed 2. For Entire Year- 45 Days
upto

3. Publication of In case of public company In case of private company

Notice
Publish notice of such closure Service on all members

At least 7 days before such closure in a At least 7 days prior to closure of the
register
vernacular &
English newspaper having wide
+
circulation Not required of giving any
advertisement or publishing on the
+ website
at place where the registered office of
the company is situated
+
Publish the notice on the website as
may be notified
78 General Meetings Chap. 6

6.6 ANNUAL RETURN [Section 92]

1. Application Every company➔To contain the particulars as they stood on the close of the financial
year.

2. Particulars 1 Registered office, principal 5 Shares, debentures and other

stated in the business activities, particulars of securities and shareholding
annual return its holding, subsidiary and pattern;
associate companies;

2 Indebtedness; 6 Members and debenture-

holders along with changes
therein since the close of the
previous financial year

3 Promoters, directors, key 7 Meetings of members or a

managerial personnel along with class thereof, Board and its
changes therein since the close of various committees along
the previous financial year with attendance details;

4 Remuneration of directors and key 8 Such other matters as may be

managerial personnel; prescribed

Signatures on Annual Return

With respect to OPC + small company, In all other cases

CS, or where there is no company Director + CS or

secretary, by the director where there is no CS➔ by a CS in
practice:

3. Filing of copy Within 60 days from the date on which

with the registrar ✓ the annual general meeting is held or
✓ where no annual general meeting➔from the date on which the annual general
meeting should have been held

4. Form for As per Rule 11 ➔MGT-7

Annual Return

5. Signing in case (i) a listed company or

of Listed (ii) a company having
Company
• paid-up share capital of ` 10 crore or more; or
• a turnover of ` 50 crore or more,
Shall be certified [in Form MGT-8] by a CS in practice disclosing➔ that the company
has complied with all the provisions of the Act.

6.7 PLACE OF KEEPING AND INSPECTION OF REGISTERS, ANNUAL RETURNS [Section 94]

1. Provision for To at the registered office of the company:

Chap. 6 General Meetings 79
Maintaining
Provided that such registers or Return may also be kept at
✓ Any other place in India in which more than 1/10 of the total number of
members entered in the register of members reside,
✓ if approved by a special resolution passed at a general meeting of the company

2. Preservation of Type of Register Period for In custody of

Register of retention
Members etc. and
Annual Return Register of Members Permanently ✓ CS of the company or
✓ any other person
authorized by the
Rule-15
Board for such
purpose

Register of Debenture holders 8 Years from the ✓ CS of the company or

Or date of ✓ any other person
redemption of authorized by the
Other Security holders debentures or Board for such
securities purpose

Copy of Annual 8 Years from the

Return/Documents/Certificates date of Filing
with ROC

Foreign Register of Members Permanently ✓ CS of the company or

✓ any other person
authorized by the
Board for such
purpose

Foreign Register of Debenture 8 Years from the ✓ CS of the company or

holders date of ✓ any other person
Or redemption of authorized by the
debentures or Board for such
Other Security holders securities purpose

2.Provision for Inspection of Without any fee

Inspection The registers / Copies of +
all the returns During business hours
Rule 14
Extracts from any without payment of any
register, or index or fee Member, debenture-
return holder, other security
holder or beneficial
Copy of any such such fees as may be owner
register or entries therein prescribed
or return

Provided➔ such particulars of the register or index or return➔ as prescribed shall

not be available for inspection or for taking extracts or copies
80 General Meetings Chap. 6

Penalty upon refusal On company 1,000 for every day during which
the refusal or default continues
On every officer
in default subject to a maximum of 1,00,000

CG➔by order, direct an immediate inspection of the document, or allow extract ➔by
the person requiring it.

6.8 ANNUAL GENERAL MEETING [Section 96]

Company which is Every company➔Except OPC ➔must hold in each year its AGM
bound to Hold?

When AGM needs to be Held?

1. Holding of a First It must be held within 9 months of the end of financial year
Annual General
Meeting Where the company hold first AGM as per the above provisions than it shall not be
necessary for the company to hold any AGM in the year of its incorporation:

Note 28
A Ltd.
Incorporation = 7th Sep 20 (Year of Incorporation = 20)
First FY = 31/03/21
First AGM = 31/12/21
No AGM in 2020

2. Subsequent ▪ To be Held within 15 months of previous meeting.

Annual General ▪ To be held within 6 months of the end of the financial year.
Meeting
Extension of The ROC may extend the time up to 3 months within which any
time by the AGM (other than the first) shall be held
Registrar

Note 29 A Ltd.
Last AGM = 7th Sep 20
(Financial Stat. of 19-20 considered)
F.Y. Ended = 20-21
Subsequent AGM
1) 6 months = 30/09/21 Earlier (30th Sept. 21)
2) 15 months from last meeting = 7th Dec 21
➢ ROC may provide extension till 31st Dec 21
Conditions
1) Extension by ROC = 3 months Max(✓) Min()
2) 1st Extension = 1 month
2nd Extension = 15 days Allowed
rd
3 Extension = 1.5 months
Chap. 6 General Meetings 81
Limit on No. of Extension = No Limit

3. Time and Day for Time During business hours, that is, between 9 a.m. and 6 p.m.
conducting an
AGM Meeting Day On any day except national holiday

All Companies Government Section 8 Unlisted

companies Companies Companies
Either at the Either at the Decided upon At any place
Place of AGM registered office of registered office of before-hand by the in India if
the company the company board of directors consent is
having regard to given in
the directions, if writing or by
Or or any, given in this electronic
regard by the mode by all
At some other such other place as company in its the members
place within the the Central general meeting in advance
Same CTV➔in Government may
which the approve in this
registered office of behalf
the company is
situated.

5. Exemption by Central Government may exempt any company from the provisions of this sub-
CG section subject to such conditions as it may impose.
7. Power of 1 In case default➔in holding an AGM➔as per Section 96
Tribunal Tribunal➔ may on application of any member
[Section 97]
call/direct the calling of an Annual general meeting

2 It may also pass a direction that anyone member present in member or proxy
shall be deemed to constitute meeting.

3 Any Said meeting shall be deemed to be an annual general meeting of the

company.

9.Consequences of ▪ Upon noncompliance of Sec 96, 97 or 98

Default [Section 99]
Company Fine up to ₹ 1,00,000 + with a further fine up to
` 5,000 for every day
Every officer who are at during continuation of
default default

6.9 EXTRA ORDINARY GENERAL MEETING [Section 100]

1. Who can call? Extraordinary General Meeting may be called by

▪ Board,
▪ Requisitionists or
▪ Tribunal.
2. EGM by Board 1. Suo motu i.e. on their own
of Directors
2. On Requisition of the Members
82 General Meetings Chap. 6

3. Meaning of Case➔ A➔ For Members holding at least 10% of the paid up share capital of the
Requisitionist company having company carrying voting power
share capital
Case➔B➔ For Members having at least 1/10 of the total voting power
company having
no share capital
4. Requirement as To contain
to Requisition 1. All the matters for consideration of which the meeting is to be called.
2. Must be signed by all the Requistionists.
3. In case of joint shareholders➔a requisition signed by 1 or some is also sufficient.

5. Action to be Proceed within 21 days of the deposit of the requisition to convene a meeting which
taken by Board must be held within 45 days of deposit of the requisition
upon receipt of
Requisition Note 30

Submission of
Deemed
Requisition to B.O.D.
Receipt
by Requisitionist
45th day
21 clear Day
Day 1 Day 23rd EGM
Intimation to other th
24 day th
44 day
members
Day 21st

EGM by BOD upon requisition by requisitionist = i] 45th day

ii] on or after 45 days
iii] on or before 45 days

6. EGM by If the board fails to call an EGM, than such a meeting shall be called by the
Requisitionist requistionists
themselves Sec
100(4)

7. Time limit for Before the expiry of 3 months from the date of deposit of requisition.
holding EGM
called on
requisition of
member

8. Right of Entitled to claim all reasonable expenses incurred by them for convening a meeting
Requistionists from the company.

8A. Location of Except wholly owned subsidiary of a company incorporated outside India,
Chap. 6 General Meetings 83
EGM EGM for all companies shall be held at a place within India

9.Consequences of If quorum remains absent in a meeting called u/s 100(4), the meeting, shall stand
absence of quorum cancelled

10. Consequences shall reimbursed to the requisitionist

for Director who
are at default

11. Extraordinary Where for any reason it is impracticable to call a general meeting other than Annual
Meeting by General Meeting, the Tribunal may:-
Tribunal[Section ▪ Either on its own motion or
98]
▪ On the application of any director (whether or not the member) or
▪ Any member of the company entitled to vote at a meeting,
Order a meeting to called, held and conducted in such manner as it thinks fit.
Such directions may include a direction that one member present in person or by
proxy shall be deemed to constitute the meeting.

Note 36

AGM by Tribunal EGM by Tribunal

Similarities

1. Even 1 member can form valid Same

quorum
2. Tribunal may call / direct Same
calling

Difference

1. Only member can approach Sue-motto by Tribunal / complaint by

Tribunal member / complaint by Director
2. When Co. failed to convene When it became Impracticable to
AGM u/s 96 convene EGM

6.10 CALLING OF EXTRAORDINARY GENERAL MEETING BY REQUISITIONIST [Companies

(Management and Administration) Rules, 2014]

1. Requisition for The members may requisition convening of EGM➔by providing such requisition in
convening of EGM
• writing or
by members
• through electronic mode
At least clear 21 days prior to the proposed date of such extraordinary general meeting.

Note 31
Member Requisitionist
Requisition Writing
Electronic mode
84 General Meetings Chap. 6
Notice EGM
(21 clear Days)

2. Notice with To specify the place, date, day and hour of the meeting and Agenda of meeting.—
details as to the Explanation. —Requistionists to convene meeting at Registered office or in the same
place, date etc C/T where Registered office is situated and
Such meeting should be convened on any day except national holiday

Note 32

Mr. “A” holding 10% of E.S.C.[Requisionist]

Notice Convening EGM u/s 100(4)
❖ Date of EGM = 7th July i.e. Sunday
❖ Time = 9pm
❖ Location = Registered Office

Answer EGM is valid

Note 33

Suppose in Note = 32
Meeting was duly covered at Registered Office
However B.O.D. created problems in conducting EGM without interruption
Requisionist took all members elsewhere & resolution passed for removal of
Directors as per the agenda of EGM
Conclusion: Valid EGM, since no restriction on conducting / holding EGM
elsewhere

3. No explanatory • No explanatory statement required

statement annexed
• Requistionists may disclose the reasons for the resolution(s) which they
to the notice
propose

4. Serving of notice To those members➔ whose names appear in the Register of members of the
of the meeting by company➔ within 3 days of submission of requisition
BOD upon
requisition of Note 34
Requisitionist
Situation where
Requisionist BOD B.O.D. proceed to convene EGM
Members to whom notice to be send
Day 1 2 3

List of members finished

Submission
= Notice on such list
of
Requisition
Chap. 6 General Meetings 85

5. No meeting Requistionists have a right to receive list of members together with their registered
convened by BOD address and number of shares held as on 21st day from the date of receipt of valid
even after requisition ➔together with changes, if any, before the expiry of the 45th day from
submission of submission of requisition.
requisition
Note 35

3 months
Submission of
Requisition
21st days 45th day EGM

List of Updating
members by B.O.D.
Requisitionist (Final list)

6. Mode of giving The notice of the meeting shall be given by

notice
• Speed post or
• Registered post or
• Electronic mode.
Any accidental omission to give notice to, or the non-receipt of such notice by, any
member shall not invalidate the proceedings of the meeting.

6.12 NOTICE [Sections 101]

1. By whom The notice must be given in ➔writing or by electronic mode ➔by the proper
authority i.e. Board of Directors.

2. Service of notice The notice may be served

▪ Personally or
▪ Post + to the registered address of the members + in the absence of any
registered office in India➔ to the address, within India furnished by him or
▪ Through electronic mode.

If, member wants the notice to be served➔ under a certificate or by registered post +
has deposited money with the company➔notice must be served accordingly;

Service on the joint holder➔ on the one whose name appears first in the register of
members.

Service of notice ➔ deemed effected➔ in the case of notice of meeting on the expiry
of 48 hours since the posting of the same.

3. Length of the • 21 clear days

Notice
• "14 clear days" for Section 8 company
86 General Meetings Chap. 6

4. Effect of (i) An accidental omission ➔It shall not invalidate the proceedings of the meeting.
Accidental (ii) Willful omission➔meeting is invalid and proceedings therein are also invalid.
Omission or Non-
Receipt of notice Note 37
on Meeting Sec
101(4) Notice of Meeting
Step 1: Notice Dispatch
Step 2: Deemed Received [48 hrs.]
Step 3: Preparation of Meeting [21 clear days]
Step 4: Date of GM
Date of Dispatch = 1st Sep = Date of GM = 25th Sep
1st Sep 3rd Sep
21 clear days
Dispatch Deemed 4th Sep 24th Sep D.O.M.(25th Sep)
Receipt

5. Who are entitled (i) Every member of the company.

to receive the (ii) Legal Representative/Official Assignees
Notice?
(iii) Auditor of a company
(iv) Every director of company

7. Contents of the ▪ Company's full name and the address of its registered office.
Notice ▪ The place date and hour of the meeting.
▪ The statement of the business to be transacted
▪ Resolution to be proposed
▪ In case of companies having share capital, the notice must also state that
members are entitled to appoint proxy and proxy need not be a member.

8. Exemption to Section 101 shall apply, unless articles of the company provide otherwise
Private Limited
Company

Shorter Notice – 1st Proviso to Section 101

1. When this Notice General Meeting may be called after giving shorter notice i.e. period less than 21 clear
can be given days, if consent, in writing or by electronic mode, is accorded thereto—
(i) in the case of AGM➔ by not less than 95% of the members entitled to vote
thereat; and
(ii) in the case of any other General Meeting, by members of the company—
(a) Where the company has a share capital➔Majority in number of members
+ who represent not less than 95% of such part of the paid-up share capital of
the company as gives a right to vote at the meeting; or
(b) Where company has no share capital➔ Not less than 95% of the total
voting power exercisable at that meeting:

Note 38
Chap. 6 General Meetings 87

Shorter Notice

21 clear days (Valid Notice) Less than 21 clear days (Shorter Notice)
Whether consent of members obtained

Yes (Valid Notice) No

Whether members prejudiced

Yes (Invalid Notice) No (Valid Notice)

Note 39

Consent for Shorter Notice

How When From Whom

Written Either AGM EGM

Or • Before or 95% of No. of Majority in No.
members
Electronic • During or ()
mode
• After the 95% of P.V.C.
meeting carrying voting
power

Note 40

A Ltd.
➢ Co. want to convene AGM at shorter notice i.e. notice of 7 days
➢ Total members = 100
➢ Consent obtained from

CASE 1: 98 members CASE 2: 98 members

➢ Valid Meeting, No ➢ If they have power to stop
Question of members resolution from getting
being prejudiced passed-they are prejudiced

2. Till when such Either before, during or even after the meeting
Consent could be
obtained?

3. How should such It must be obtained in writing

Consent be
obtained?

Note In case a meeting was held on short notice, for which consent could not be obtained
from all the members, still meeting would be Valid, unless it can be proved that
members have been prejudiced.
88 General Meetings Chap. 6

4. Placing of notice The notice shall be simultaneously placed on the website of the company if any
at website and
On the website as may be notified by the Central Government.
6.13 ORDINARY BUSINESS AND SPECIAL BUSINESS [Section 102(2)]
Ordinary business Following four businesses to be transacted at Annual General Meeting shall be
considered as ordinary business:
▪ Consideration of financial statements and the reports of the Board of
Directors and auditors;
▪ Declaration of Dividend.
▪ Appointment of Directors in the place of those retiring.
▪ Appointment of, and fixing of the remuneration of the auditors.

Note 41

Types of Meetings

AGM (every year) EGM (may or may not)

➢ Ord. Buss. 
➢ Spec. Buss. 
Special Business All businesses except the above four businesses to be transacted at GM would be
regarded as special business.

6.14 EXPLANATORY STATEMENT [Section 102]

1. When For any special business ➔ an explanatory statement is required to be annexed to the
notice
2. Material facts (a) the nature of concern or interest, financial or otherwise, if any, in respect of each
related to special items of—
business (i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any other information and facts that may enable members to understand
• Meaning,
• Scope and
• Implications
Of the items of business and to take decision thereon.

Note 42

P.I. Ltd. R.I. Ltd.

Directors P1 P10 R1 R15

Decide whether following facts to appear in Explanation Statement of P.I.L.

Chap. 6 General Meetings 89

1. P1 & R7 are spouse Yes

2. Relative of P5 & R5 are married to each other Yes
3. Relative of P7 has taken loan from R.I.C. Yes
4. Relative of R10 has taken loan from P.I.L. No
5. R.I.L. is going to acquire P.I.L. for 5,000cr Yes [u/s 102 (1) (b)]
6. P10 hold 3% in R.I.L Yes [102 (1)]
7. R15 hold 12% in P.I.L No

3. It shall also • Where any special business➔ relates to any other company,
contain
• extent of shareholding interest in that other company
• of every promoter, director, manager, if any, and of every other key managerial
personnel (KMP)
• of the first mentioned company
• If the extent of such shareholding is not less than 2% of the paid-up share capital
of that company

4. Application to Section 102 shall apply to a private company; unless otherwise specified in articles
private limited
company

5. Misc Point In case of non- disclosure or insufficient disclosure➔by promoter, director, manager
or other key managerial personnel➔results into any benefit for themselves or their
relatives➔ profit derived shall have to be compensated by him.

6.15 QUORUM for GM [Section 103]

1. Meaning of Minimum number of members ➔that must be present in order to constitute a valid
Quorum meeting.

2. Quorum Public No of members as on the Quorum

Required for Company date of meeting
General Meeting
Up to 1000 5 Members Personally Present

More than 1000 but up to 15 Members personally Present

5000

Above 5000 30 Members personally Present

Pvt 2 members personally present

Company

3. Who will be (i) A member of the company

considered as (ii) Authorized representative of a body corporate. [Section 113)]
Member Personally
Present (iii) Representative of President/Governor of the state. [Section 112]

4. When Quorum Quorum must be present throughout the General Meetings

Required?
90 General Meetings Chap. 6

5. Counting of They cannot be counted for Quorum except in following 2 circumstances.

Proxy for the (i) In case of the Annual general meeting convened, conducted and held by the
Purpose for the Tribunal. [Section 97]
Quorum
(ii) In case of the General meeting other than Annual General Meeting convened,
conducted and held by the Tribunal. [Section 98]

6. Effect of Absence If ➔not present within half an hour➔ meeting shall stand adjourned to ➔the same
of Quorum day in the next week at the same time and place, or
to such other date/ time and place as the Board may determine
Company shall give not less than 3 days’ notice to the members either
• individually or
• By publishing an advertisement in 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.

Note If at adjourned meeting quorum is not present➔members present shall form quorum.

Note Quorum can be increased by Article

7. Circumstances If all the members are present, it is immaterial that the quorum required is more than
Where Quorum the total number of members
goes Immaterial?
Note 43

Where Quorum become Immaterial

➢ Article can increase the limit of Quorum as prescribed in law
Y Ltd.
Total members = M1 to M9
Quorum as per Article = 8
M9 & M9 = Transfer of shares = M1
Remaining members = 9-2 = 7
Quorum became immaterial

8. Application to Section 103 shall apply to a private company; unless articles of the company provide
Private limited otherwise;
company Exception only if no default u/s 137 or sec 92

6.16 PROPER CHAIRMANSHIP [Section 104]

1. Appointment of Unless the article of a company provides otherwise,

Chairman The members personally present ➔ shall elect one of them to be the chairman thereof
on a show of hands.

Note 49

Sec 104

Question 1 Ram i.e. non-member / non-director proposed as c. person by

Article of A Ltd.
Chap. 6 General Meetings 91

Answer Yes

Question 2 Article Silent. P7 i.e. proxy appointed as c. person

Answer No, only M.P.P. can be c. person

Question 3 Article Silent. Voting on chairperson

M1 to M8 = Voted for M8
M9 & P10 + P20 = Voted for M9

Answer On S.O.H. M8 elected as Chairperson

1A. Where poll is • If a poll is demanded on the election of the chairman ➔then it shall be taken
demanded forthwith
• Person elected as chairman on show of hands shall exercise all the powers of
chairman.
• If some other person is elected chairman as a result of poll he shall be the
chairman for the rest of the meeting.

Note 50
A Ltd.
❖ Article Silent on C. person
❖ Member present = M1 to M50
❖ Election of C. Person = M1 (M1 to M45) vs. M50 (M46 to M50)
❖ No. of votes / shares on poll = 1,000 10,00,000
M1 elected as c. person on S.O.H.
❖ M50 Demanded poll
❖ Poll 48 hours 
Forthwith 

2. Voting Rights of Chairman is entitled to exercise

a Chairman
• one vote as a member of a company and
• Second/ casting vote as a Chairman in case of equality of votes (if articles
provides) on a show of hands or a poll.

3. Application to Section 104 shall apply to a private company; unless articles of the company provide
Private limited otherwise;
company Exception only if no default u/s 137 or sec 92

6.17 PROXIES [Section 105]

1. Who Appoint a Every member ➔ entitled to attend and vote at a meeting ➔shall be entitled to
Proxy appoint another person➔ (whether a member or not) as his proxy to attend and vote
instead of himself.

2. Proxy- Proxy only if Article of Association so provide

Company having no Companies (Management and Administration) Rules, 2014 -Sec 8 companies
92 General Meetings Chap. 6
share capital A member shall not be entitled to appoint any other person ➔ unless such other
& person is also a member of such company.

Section 8 Companies

3. Proxy-Limit on no Companies (Management and Administration) Rules, 2014

of member A person appointed as proxy shall act on behalf of such member/members
• not exceeding 50 and
• Holding Max 10 % of the total share capital of the company carrying voting
rights.
Member who is holding more than 10 per cent of the total share capital of the➔
may appoint a single person as a proxy and such person shall not act as a proxy for
any other person or shareholder.

Note 44

Decide to whether appointment of following proxy – valid

Name of Proxy Representing Valid

“X” 10 members (+) 50% Invalid

“Y” M1 + M7 + M8 Invalid
11% 1% 2%
“Z” M10 (15%) Valid
[Z himself hold 20%]

4. Duties of Proxy Bound to Vote According to the Directions of the Member Appointing Him

5. Limitations of a ▪ A proxy (if not member) shall not be entitled to speak at the meeting.
Proxy ▪ A proxy is not counted for the purpose of quorum except under Section 97
& 98

6. Statement • Notice shall contain a statement that member can appoint proxy and
authorizing
• Proxy need not necessarily be a member of a company.
appointment of Proxy
in Notice

7. Legal Formalities ▪ In writing

regarding instrument ▪ Signed by the member/his attorney
Appointing Proxy
▪ In Form specified under MGT-11

8. Deposit of Proxy It should be submitted to the company

Form ▪ 48 hours before the meeting
▪ In case Article provides any further shorter period than it should be complied
with

9. Appointment of ▪ Should be as per the AOA

Proxy in Case of ▪ In absence thereof, first named joint holder should sign the proxy.
Joint Holdings?
Chap. 6 General Meetings 93

10. Penalty for Where invitations to appoint as proxy a person are issued at the company’s expense
dispatch of notice at to any member entitled to have a notice of the meeting,
company’s expense Every officer of the company➔ who knowingly issues the invitations ➔shall be
punishable with fine which may extend to 50,000.
However, company may
• dispatch proxy form and
• Provide a list of persons willing to be appointed as proxy where a request
in writing is made by members in this behalf.

11. Revocation of 1 When a member appointing a proxy, personally attend the meeting.
Proxy
2 When a member appointing a proxy, appoint another proxy at a later date, in
such a case person appointed proxy subsequently shall be treated as proxy

3 Where intimation of
• death or
• insanity or
• transfer of shares
is received prior to commencement of meeting (whether original or adjourned)

12. Rights of a Proxy 1 A proxy shall be entitled to vote in case of voting by poll

2 Proxy can vote on show of hand➔ if power is expressly provided by Article.

3 A proxy may demand for poll

13. Inspection of • Every member entitled to vote➔shall be entitled during the period
proxy beginning 24 hours before commencement of the meeting and ending with
the conclusion of the meeting,
• to inspect the proxies lodged➔ during the business hours of the company,
• Provided not less than 3 days' notice in writing of intention to inspect is
given to the company.

Note 45

Inspection of Proxy

Min 3 days

(Step 1) Notice of AGM

Inspection
94 General Meetings Chap. 6

24 hours before Conclusion

commence of of meeting
meeting

14. Application to Section 105 shall apply to a private company; unless articles of the company
Private limited provide otherwise;
company Exception only if no default u/s 137 or sec 92

6.18 VOTING [Section 106 to 109]

(1) Restriction on Voting Rights [Section 106]

[Section 106]- 1 In case of non-payment of Calls due on shares

Restriction on Voting
Power, only if Article 2 In case of non-payment of other dues against the members
so provide
3 Where right of lien is exercised by the company in respect of shares

On a poll ➔ member entitled to more than one vote, or his proxy➔ need not➔use all his votes in the same
way
Simple Meaning- Member shall have the right to use his voting right differently

In case of private company - Section 106 shall apply to a private company; unless articles of the company
provide otherwise;
Exception only if no default u/s 137 or sec 92

(2) Voting by show of hands (Section 107)

1. How a Resolution A resolution when put to vote➔shall be decided by a show of hands➔ unless a
shall be decided poll is demanded under Section 109 or the voting is carried out electronically.

Note 46

1) Loan
A Ltd. M7 Axis
(Member of A Ltd)

2) Share Certificate

M7 L.C.N Marking
10,000 Shares . of Lien
3) Default
4) Axis to exercise Lien = Here voting
power available to M7 shall be restricted

2. Voting by Show of On a show of hands, each member shall have one vote.
Hands Unless the articles otherwise provide➔proxies are not entitled to vote on SOH

Note 47

Methods of Voting
Chap. 6 General Meetings 95

Show of hand [Sec 107] Poll E-vote

Step 1 Step 2
Demand of poll [Sec 109] Voting on poll [Sec 107]
1st Priority = S.O.H.

Why: Since we may have a situation where no need to false poll after
S.O.H.

E.g. A Ltd. [T. Members = 100]

Agenda = change of business
Requirement u/s 13 = S/R
Voting by S.O.H. = F A
100 
In case of unanimous Resolution

3. How the result A declaration by the chairman to the effect that whether the resolution was carried
should be declared or not➔ is required to be entered in the minute book and
Such entry shall be conclusive evidence of the fact.

4. Exemption to Pvt In case of private company - Section 107 shall apply to a private company; unless
Ltd Company articles of the company provide otherwise;
Exception only if no default u/s 137 or sec 92

5. Special Point An insolvent shareholder -Whether can vote at the meeting by show of hands?
Yes, an insolvent shareholder is entitled to exercise his votes

(3) Demand For Poll [Section 109]

1. When the poll shall Either before or after the declaration of the resolution of a voting on a show of
be taken [Section 109] hands.

2. Who can demand a Chairman on his own motion

poll [Section 109]
In case of a company Any member or Members, present in person or by
having share capital proxy and holding shares
• Which carry at least 10% of the voting power,
or
• Paid up capital of 5,00,000 or such higher
amount as may be prescribed has been paid-up

In case any other Any member or members present in person or by proxy

company and having at least 1/10th of total voting power

3. Withdrawn of ▪ The demand for poll may be withdrawn at any time before the declaration of
Demand for Poll result.
96 General Meetings Chap. 6
▪ Withdrawn must be by the person or persons who made the demand.

4. Time for Taking Immediately. • on a resolution for the adjournment of the

Poll meeting or
• for the election of chairman

Within the expiry of 48 A poll demanded on other resolution

hours from the
demand for poll

Note 48

Poll within 48 hours of its demand

Total Meeting Hours = 81
th th
10 Aug 17 Aug 21st Aug 23rd Aug 31st Aug

[Meeting] 17 hrs. 16 hrs. 17 hrs. 15 hrs. 16 hrs.

[Agenda] A1 A2 & A3 A4 & A5 A6 to A9 A10
1) Poll Demanded = 21st hours = 21+48 = 69 hours

5. Powers of To regulate the manner in which the poll should be conducted

Chairman Regarding
poll
6. Appointment of Where a poll is to be taken, the Chairman of the meeting shall appoint such
Scrutinizers number of persons, as he deems necessary, to scrutinize the poll process and to
report thereon
7. The duties of a • To ensure proper conduct of the polling process;
scrutinizer shall be as • To maintain proper records of the poll;
follows–
• To submit a report to the Chairman of the meeting which shall contain the
details of votes cast in the favour and against the resolution; and
The procedure describing the manner in which the Chairman shall get the
poll process scrutinized in Rule 21 is as follows—
• The Chairman of the meeting shall ensure that—
✓ The Scrutinizers are provided with the Register of Members, specimen
signatures of the members, Attendance Register and Register of Proxies.
✓ The Scrutinizers are provided with all the documents received by the
Company pursuant to sections 105, 112 and section 113.
✓ The Scrutinizers shall arrange for Polling papers and distribute them to the
members and proxies present at the meeting; in case of joint shareholders,
the polling paper shall be given to the first named holder or in his absence
to the joint holder attending the meeting
✓ The Scrutinizers shall keep a record of the polling papers received.
✓ The Scrutinizers shall open the Polling box in the presence of two persons
as witnesses after the voting process is over.
✓ In case of ambiguity about the validity of a proxy, the Scrutinizers shall
decide the validity in consultation with the Chairman.
✓ The Scrutinizers shall ensure that if a member who has appointed a proxy
Chap. 6 General Meetings 97
has voted in person, the proxy’s vote shall be disregarded.
✓ The Scrutinizers shall count the votes cast on poll and prepare a report
thereon addressed to the Chairman.
✓ The Scrutinizers shall submit the Report to the Chairman who shall
counter-sign the same.
✓ The Chairman shall declare the result of Voting on poll. The result may
either be announced by him or a person authorized by him in writing.
✓ The scrutinizers appointed for the poll, shall submit a report to the
Chairman of the meeting in Form No. MGT.13 and the report shall be
signed by the scrutinizer and, in case there is more than one scrutinizer by
all the scrutinizer, and the same shall be submitted by them to the
Chairman of the meeting within seven days from the date the poll is
taken.

8. Application to In case of private company - Section 109 shall apply to a private company; unless
Private limited articles of the company provide otherwise;
company Exception only if no default u/s 137 or sec 92

6.19 VOTING THROUGH ELECTRONIC MEANS: [Section 108 read with Rule 20 of the Companies
(Management & Administration) Rules, 2014]

1. Companies as • Every listed company or

prescribed
• a company having not less than 1000 shareholders,
Shall provide to its members facility to exercise their right to vote at general meetings
by electronic means.

Note 51

Question Whether Pvt. Ltd. Cos are also required to conduct voting by
Electronic mode

Answer If no. of members ≥ 1000

ABC Pvt. Ltd.
Members = 100
Employees = 1000
Granted Stuck Options = 1000
Total Members = 1100

2. Procedure to Some terms to be remembered: —

be followed (i) Remote E-Voting: Facility of casting votes by a member using an electronic
voting system from a place other than venue of a general meeting.

(ii) Voting by Electronic Means: Includes "remote e-voting" and voting at the general
meeting through an electronic voting system which may be the same as used for
remote e-voting.
Procedure: —
(i) Notice of the meeting: The notice shall be sent to all the members, directors and
auditors of the Company. The mode of sending notice shall be either of the
following:
98 General Meetings Chap. 6
(a) By registered post or speed post; or
(b) Through electronic means, namely, registered e-mail ID of the recipient; or
(c) By courier service.
(ii) notice shall be required to be placed on the website, if any, of Company and of the
agency
(iii) The notice of the meeting shall state:
(a) facility being provided➔with respect to voting by electronic means
(b) facility for voting, either through
• electronic voting system or
• ballot or
• polling paper
Shall also be made available at the meeting and members who have not already
cast their vote by remote e-voting shall be able to exercise their right at the
meeting.
(c) That in-spite of casting the vote by remote e-voting prior to the meeting,
members may also attend the meeting; however they shall not be permitted to
cast their vote again.
(iv) Notice shall:
(a) indicate the process and manner for voting by electronic means;
(b) the time period during which the votes may be cast by remote e-voting;
(c) provide the details about the login ID;
(d) Process for generating password.
(v) Public notice: A public notice by way of an advertisement shall be required to be
published upon completion of dispatch of notices of meeting at least 21 days
before the date of general meeting in the following:
(a) At least once in a vernacular language of the district in which the registered
office of the company is situated; and
(b) At least once in English language in an English newspaper having country-
wide circulation.
The advertisement shall disclose:
(a) business to be transacted;
(b) Date and time of commencement and end of remote e-voting;
(c) Cut-off date;
(d) Manner of obtaining the login ID and password.
Further, the public notice shall be required to be placed on the website of the
company, if any and of the agency

(vi) Min open for = 3 days

However, shall close at 5.00 p.m. on the date preceding the date of the general meeting
(vii) The facility shall be blocked at the end of the remote e-voting period.
(ix) One or more scrutinizer shall be appointed by the board of directors, who may be
practicing professional
(Chartered Accountant/Cost Accountant/Company Secretary/an Advocate/any other
person not in employment of the company).
Chap. 6 General Meetings 99
The scrutinizer may take the assistance of a person but such person shall also not
in employment of the company but who shall be well-versed with the electronic
voting system
(x) At a general meeting, Step to be followed
• Discussion on the resolution on which voting is to be held
• Voting, with the assistance of scrutinizer, by use of
ballot or polling paper or by using an electronic voting system
For all those members who are present at the general meeting except for who have
availed remote e-voting facility?

(xi) After the conclusion of voting at the general meeting, the scrutinizer shall,
• immediately first count the votes cast at the meeting, thereafter
• Unblock the votes cast through remote e-voting in the presence of at least two
witnesses (who shall not be in the employment of the company).
• give a consolidated report, not later than 3 days of conclusion of the meeting, to
the Chairman or a person authorized by him
The Chairman or a person authorized ➔shall declare the result forthwith.
(xv) Resolution shall be deemed to be passed on the date of the relevant general
meeting.

6.20 PASSING OF RESOLUTION BY POSTAL BALLOT [Section 110 read with Rule 22 of
Companies (Management & Administration of Companies) Rules, 2014]

1. Meaning of "Postal Ballot" includes voting by shareholders by postal or electronic mode instead of
Postal Ballot voting personally

2. For Which A company—

Business/Agenda (a) shall, in respect of ➔ business as the Central Government may, ➔ 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, ➔instead of transacting such business at a
general meeting.

Any item of business required to be transacted by means of postal ballot only➔may be

transacted at a general meeting➔ by a company➔ which is required to provide the
facility of E voting to members
One Person Companies and other companies having members up to two hundred
are not required to transact any business through postal ballot

2. Procedure of 1 Following Notice to all members shall be send along with following:—
Resolution by :- a draft resolution
Postal Ballot
:- Pre-paid envelop
100 General Meetings Chap. 6
:- Poll Paper

2 The notice must request the members to send their assent or dissent in writing
on a postal ballot within 30 days from the date of the posting of the letter.

3 The notice must be sent

(a) by Registered Post or speed post, or
(b) through electronic means like registered e-mail id or
(c) through courier service

4 Members to provide their assent or dissent.

5 Company is also required to publish an advertisement in a leading newspaper

along with one vernacular newspaper stating the fact of displacement of ballot
paper.

Note 53

Procedure of Postal Ballot

Company
1. Poll Paper
Company Scrutinizer
2. Draft Resolution
3. Notice
Register 4. Prepaid Envelop
Members Assent Dissent

Intimation by
1. Regd. Post
2. Speed Post
3. Caution

Members

3. A company 1 Buy-back of own shares by the company under sub-section (1) of section 68
shall pass
following 2 Variation in the rights attached to a class of shares or debentures or other
Resolutions securities
through Postal
Ballot only. 3 Issue of shares with differential voting rights as to voting or dividend;

4 Change in place of registered office outside local limits of any city, town or
village

5 Alteration in the object clause of memorandum;

6 Alteration of articles of associations in relation to deletion or insertion of

provisions defining private company;

7 Sale of whole or substantially the whole of undertaking of a company section

Chap. 6 General Meetings 101
180

8 Giving loans or extending guarantee or providing security in excess of the

limit Prescribed under sub-section (3) of Section 186

9 Election of a director under Section 151

10 change in objects for which a company has raised money from public through
prospectus and still has any unutilized amount out of the money so raised
under sub-section (8) of section 13

Note 52

A Ltd.
No. of Shareholders = 1500
Agenda = Buy-Back
Nature u/s 110 = “Shall”
❖ Co. Decide to opt for E-voting & issue notice convening G.M.
Answer: Valid

Procedure to be followed

1. Appointment of The board of directors shall appoint one scrutinizer, who is not in employment of the
Scrutinizer company, who, can conduct the postal ballot voting process in a fair and transparent
manner;

2. Willingness of The scrutinizer shall be willing to be appointed

Scrutinizer for
such appointment

3. Maintenance of The scrutinizer shall maintain a register either manually or electronically

Register
• to record their assent or dissent received,
• mentioning the particulars of the shareholder and
• Details of postal ballots which are received in defaced or mutilated form and
postal ballot forms which are invalid.

6.22 CIRCULATION OF MEMBERS' RESOLUTION [Section 111]

Note 54

Sec 111
Right: 1
Statement Mode
21days
Submission to Co

Notice Agenda 2 weeks G.M.

102 General Meetings Chap. 6
of Meeting
Member/s have objection = Statement

Right: 2
Resolution Mode

6 weeks
Valid 21 days 21 days

Notice u/s 111 Notice of G.M. G.M.

Deemed valid

1. Number of On requisition in writing of such number of members, as required in section 100

Members (Calling of EGM)
required to move
an application

2. Duty of Company shall

Company (a) Give notice to members ➔of any resolution which is intended to be moved
(b) Circulate to members ➔any statement with regard to any proposed resolution to be
dealt with at general meeting

3. No liability to (a) a copy of the requisition signed by the member is deposited at the registered office
send Notice unless of the company
▪ At least 6 weeks before the meeting in case of requisition proposes a
resolution.
▪ At least 2 weeks before the meeting in case of any other requisition.
(b) Requisitionist has deposited a sum reasonably sufficient to meet the company's
expenses in giving effect to the requisition

4. No Circulation If CG is satisfied➔that the right is being abused to secure needless publicity for
by Company defamatory matter.

5. Deemed Where ➔a copy of a requisition requiring notice of a resolution has been deposited at
Submission the registered office of the company,
an annual general meeting is called on a date within 6 weeks after the copy has been
deposited,
The copy, although not deposited within the time required by this subsection, shall
be deemed to have been properly deposited for the purposes thereof.

6.23 APPOINTMENT OF REPRESENTATIVE

1. Representation ▪ Where a president or Governor is a member of any company,

of the President ▪ They may appoint a person to attend meeting in their place as their Representative.
and Governors
[Section 112] ▪ Said Representative shall be treated as a member personally present thus he avails all
power thereof.
Chap. 6 General Meetings 103

Note 58

Central Government
Investment

Shares in name of H’NDAL Co

President

State Government
Investment
Shares in the Governor

2. Representation ▪ Where a company is a member of another company,

of Body ▪ It may attend the meeting of any other company through a representative.
Corporate
[Section 113] ▪ The representative must be appointed by a resolution of the board of directors.
▪ The person so appointed is entitled to exercise the same rights and powers on behalf
of the company as the member personally present may exercise.

Note 55

➢ A Ltd. Is holding shares in Z Ltd.

➢ B.O.D. of A Ltd. Appointed ‘Ram’ as representative for attending G.M. of
Z Ltd.

➢ Decide if

1. Ram to be counted for Yes

Quorum
2. Ram can vote on S.O.H. Yes
3. Ram can speak on S.O.H. Yes
4. Ram can appoint further Yes
proxy

Note 56

Decide about validity

“R” representing 20cos with P.U.C. of 30%

Answer No restriction

Note 57

Decide about validity of following

104 General Meetings Chap. 6
A Ltd. = Members present in meeting

Case: 1 M1 M2 M3 P4 R5 R6 R7

M.P.P. 6

Case: 2 M1 M2 R3 [Representing 5cos]

M.P.P. 7

Case: 3 M1 R2 [Representing 6cos]

M.P.P. 7

6.24 RESOLUTION [Section 114]

Difference • A motion is a proposal, and a resolution is the adoption of a motion

between Motion &
• Every motion need not be followed by a resolution, as where a motion is made
Resolution
for the adjournment of the meeting.
• A motion whether it is passed for the closure of discussion or adjournment,
etc. can be passed by an ordinary resolution unless there is a specific provision
in the articles.

Ordinary A resolution shall be an Ordinary Resolution when

Resolution The votes cast (whether on a show of hands, or electronically or on a poll) including
[Section 114(1)] the casting vote if any of the chairmen exceed the votes cast against the resolution.

Note 59

Decide about status of resolution

A Ltd. = Total members = 100

Case Fav. Against No Vote Status

1 40 60 - No resolution

2 50 50 - No resolution

3 70 30 - O/Res

4 75 25 - S/Res

5 90 10 - S/Res

6 30 5 65 S/Res

Meaning of A resolution shall be a Special Resolution when

Special Resolution ▪ The votes cast (whether on a show of hands, or electronically or on a poll) are at
[Section 114(2)] least 3 times the number of votes if any cast against the resolution
▪ The intention to propose the resolution as a special resolution specified in the
notice calling the general meeting
Chap. 6 General Meetings 105

Special Provision • Company’s articles may prescribe for special resolution where under the Act only
an ordinary resolution is necessary.
• However, where the Act specifies for a special resolution, the articles cannot
provide for the different kind of resolution.

6.25 SPECIAL NOTICE [Section 115 read with Rule 23]

1. When such Where, any Special Notice is required➔ notice of the intention to move the
Notice to be resolution is required to be given to the company not earlier than 3 months but at
Delivered least 14 days before the date of the meeting

Note 61

Along with [F.St. + Audition Report + Boards Report]

Notice 14 days G.M.

Upon event 21 Submission of

when member days
came to S.P. Notice
before
conclusion that G.M.
director need to
be removed
Max. 3months G.M. to be called

Submission of S.N.

2. Eligibility • Members holding not less than 1% of total voting power or

• Holding shares on which an aggregate sum of not less than 5 lakh rupees has been
paid up

3. Procedure after ▪ The company shall upon receipt of such notice

receiving said ▪ Provide notice of any such resolution to its members
Notice
▪ Also, publication by advertisement in a newspaper
▪ Such notice shall be sent at least 7 days before the meeting.

4. Resolutions for ▪ To provide that a retiring auditor shall not be re-appointed.

which Special ▪ To appoint an auditor other than retiring one.
Notice is required
▪ To appoint a director other than retiring one.
▪ To remove a director before expiry of time of the term.
▪ To appoint another director in place of removed director.

6.26 RESOLUTIONS PASSED AT ADJOURNED MEETING [Section 116]

Where a resolution is passed at an adjourned meeting of—

106 General Meetings Chap. 6
(a) a company; or
(b) the holders of any class of shares in a company; or
(c) the Board of Directors of a company,
then, the resolution shall, be treated as having been passed on the date on which it was in fact passed,
and not on any earlier date.

Note 60

A Ltd. = Agenda = A1 to A10

th
7 Aug 21
20th Sep 21

Original 30 days Adjourned Meeting

Meeting A7 to A10
Intimation
To
ROC

Agenda
Discussed A1 to A6
&
Decided

Question 1 Date of Meeting

Answer 7th Aug

Question 2 Number of Meeting

Answer 1

Question 3 Date of resolution for A1 to A6, A7 to A10

Answer A1 to A6 : 7th Aug

A7 to A10 : 20th Sep

6.27 MINUTES [Section 118 read with Rule 25 of the Companies (Management and Administration)
Rules, 2014

Meaning of Minute Process of keeping of a record of proceedings at a meeting including decision

arrived at such meeting.

Obligation to Every company shall maintain minutes of all proceedings of general meetings.
maintain minutes In the books kept for that purpose within 30 days of
• conclusion of meeting concerned, or
• passing of resolution by postal ballot

Provisions ▪ The minute book shall be consecutively numbered.

regarding Minute
Chap. 6 General Meetings 107
Book ▪ The minutes shall contain a fair and correct summary of the proceedings
▪ All appointments made at any of the meetings shall be included in the minutes
of the meeting.
▪ In the case of a Board Meeting or a meeting of a committee of the Board, the
minutes shall also contain–
✓ The names of the directors present at the meeting; and
✓ the names of the directors, if any, dissenting from the resolution.

▪ Any of the following matter shall not be included in the minutes of the
meeting, which in the opinion of the Chairman of the meeting–
✓ Could be regarded as defamatory of any person; or
✓ Irrelevant or immaterial to the proceedings; or
✓ Detrimental to the interests of the company

▪ The matter to be included or excluded in the minutes➔ shall be at the absolute

discretion of the Chairman

▪ The minutes kept ➔shall serve as the evidence of the proceedings therein.

Procedure for Rule 25 of the Companies (Management & Administration) Rules, 2014 prescribes
maintenance of the procedure for maintenance of minutes–
minutes • A distinct minute book shall be maintained for each type of meeting namely:
(i) general meetings of the members;
(ii) meetings of the creditors
(iii) meetings of the Board; and
(iv) meetings of each of the committees of the Board.
• The minutes of proceedings shall be entered in the books within 30 days of the
conclusion of the meeting.
• In case of every resolution passed by postal ballot, a brief report on
➢ the postal ballot conducted including the resolution proposed,
➢ the result of the voting thereon and
➢ the summary of the scrutinizer’s report
shall be entered in the minutes book of general meetings ➔within 30 days from
the date of passing of resolution.
• Each page of every such book shall be initialled or signed and the last page
shall be dated and signed—

Meeting of Signed/Initialed by whom

Board or of a Chairman of the said meeting or the chairman of the next

committee thereof succeeding meeting

General Meeting Chairman of the same meeting within 30 days or in the

event of the death or inability of that chairman, by a
108 General Meetings Chap. 6
director duly authorised by the Board for the purpose,
within that period

Resolution passed Chairman of the Board within 30 days or

by postal ballot in the event of there being no chairman of the Board or
the death or inability of that chairman within that period,
by a director duly authorized by the Board for the
purpose

The minute-books of the Board and committee meetings

➢ shall be preserved permanently and
➢ kept in the custody of the company secretary of the company or any
director duly authorized by the Board for the purpose and
➢ shall be kept in the registered office or such place as Board may decide.

Exemption to Where Article is silent➔ No need i.e. Sec 118 is N.A.

Section 8 companies Where the articles of association provide for confirmation of minutes by
circulation➔ minutes may be recorded within 30 days of the conclusion of every
meeting in case of companies
Exception only if no default u/s 137 or sec 92

6.28 INSPECTION OF MINUTE-BOOKS OF GENERAL MEETING [Section 119]

How shall the Books containing the minutes of general meeting of a company shall–
inspection take place • Be kept at the registered office of the company; and
• Be open for inspection,
During business hours, by any member, without charge, subject to restriction
as per articles of the company or as imposed in the general meeting.
However, at least 2 hours in each business day shall be allowed for inspection.
Penalty for ✓ If any inspection is refused by the company to the member, or
contravention ✓ if the copy of minute-book is not furnished within the time specified,
Company Officer in Default
25,000 5,000
Power of Tribunal Tribunal may, by order, direct an immediate inspection of the minute-books or
direct that the copy required shall forthwith be sent to the person requiring it.
Rule 26 – Copy of Any member entitled to be get ➔within 7 working days after request➔ a copy of
minute book of any minutes of any general meeting,
general meeting— on payment of sum as specified in articles, but not exceeding a sum of 10 rupees
for each page or part of any page:
Provided that a member who has made a request for provision of soft copy ➔shall
be entitled to be furnished, with the same free of cost.

6.29 MAINTENANCE AND INSPECTION OF DOCUMENTS IN ELECTRONIC FORM [Section

120 read with Rule 27, 28 and 29 of the Companies (Management and Administration) Rules, 2014]

1. Requirement of Any document, record, register or minute, etc.,

Chap. 6 General Meetings 109
this Section ➢ required to be kept by a company or
➢ allowed to be inspected or
➢ copies given to any person
by a company under this Act, may be kept/ inspected/ copies given, in electronic
form in such form and manner as may be specified.

2. Rule 27- ➢ Every listed company or a

Applicability ➢ Company having at least 1000 shareholders, debenture-holders and other
security holders, may maintain

Note 62

Question Listed Co. or other co. having 4000 shareholder refused to

keep records in electronic form whether valid?

Answer Yes, since not a compulsion, as word used is “may”

3. Rule 28- Managing Director, Company Secretary or any other director or officer of the
Responsibility company as the Board may decide shall be responsible

4. Rule 29- Where a company maintains its records in electronic form,

Importance of these ➢ any duty imposed to make those records available for inspection or to
records provide copies of those records,
➢ shall be construed as a duty to make the records available for inspection in
electronic form or to provide copies of those records

6.30 REPORT ON ANNUAL GENERAL MEETING [Section 121]

(1) Every listed public company ➔shall prepare➔ a report on each annual general meeting ➔including
the confirmation to the effect that
AGM was convened, held and conducted
as per the provisions of this Act and the rules made thereunder.
(2) The company shall file with the Registrar a copy of the report within 30 days of the conclusion of the
annual general meeting

6.31 APPLICABILITY TO ONE PERSON COMPANY

1. The provisions of sections 98 & 100 to 111 (both inclusive) shall not apply to a One Person
Company.

2. The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102, shall be
transacted, in case of One Person Company as well

3. For the purposes of section 114, any business which is required to be transacted at GM, it shall be
sufficient if, ➔ the resolution is communicated by the member to the company and entered in
the minutes-book and signed and dated by the member and such date shall be deemed to be the
date of the meeting for all the purposes under this Act.