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CL General Meeting Notes
CL General Meeting Notes
Unless the articles of the company provide for a larger number, the Quorum in case of:
1001 - 5000 15
>5000 30
• In case of EGM called by requisitionists (Sec 100(4)) – the meeting shall stand
CANCELLED
➢ Company to give not less than 3 days notice to the members either individually or
by publishing an advertisement in the newspapers
As per SS 2 –
• Quorum shall be present not only at the time of commencement of the Meeting
but also while transacting business
• Members need to be personally present at a Meeting to constitute the Quorum.
• Proxies shall be excluded for determining the Quorum
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➢ Unless the articles of the company otherwise provide, the members personally presentat the meeting
shall elect one of themselves to be the Chairman thereof on a show of hands
➢ If a poll is demanded on the election of the Chairman, it shall be taken forthwith and the Chairman
elected on a show of hands shall continue to be the Chairman of the meeting until some other person is
elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of
the meeting
As per SS 2 –
• As per Para 5, the Chairman of the Board shall take the chair and conduct the Meeting
• If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is
unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at
theMeeting shall elect one of themselves to be the Chairman of the Meeting.
• If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is
willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman
of the Meeting, unless otherwise provided in the Articles.
The Chairman may also adjourn a Meeting in the event of disorder or other like
causes, when it becomes impossible to conduct the Meeting and complete its
business.
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➢ Proxy shall not have the right to speakand shall not be entitled to vote except
on a poll(A proxy cannot vote on show of hands). A proxy is not counted for
the purpose of quorum
➢ If amemberholding more than 10%, of the total share capital of the Company
carrying voting rights appoints a single person as proxy, then such proxy shall
not act as proxy for any other member in same GM.
➢ Proxy Form – MGT 11- It shall be in WRITING and be SIGNED by the appointer
or his attorney duly authorised in writing or, if the appointer is a body
corporate, be under its seal or be signed by an officer or an attorney duly
authorised by it.
➢ Time limit to deposit Form MGT 11 with the Company: Form MGT 11 must be
deposited with the company, 48 hours before the meeting. (AOA cannot
increase 48 hours).
➢ Advance Notice before Inspection – The member shall givenot less than three
days' notice in writing of the intention so to inspect, to the company.
➢ Inspection time -During the period beginning 24 hours before the time fixed for
the commencement of the meeting and ending with the conclusion of the
meeting, at any time during the business hours of the company.
➢ If member appts another valid proxy before GM or adjoruned GM, then proxy
of previous date is automatically revoked
➢ No member can be prohibited from exercising his voting right on any other
ground.
➢ Before or on the declaration of the result of the voting on any resolution on show
of hands, a poll may be ordered to be taken by the Chairman of the meeting on his
own motion, and shall be ordered to be taken by Chairman on a demand made in
that behalf by the following person(s):
a) in the case a company having a share capital: by the members present in
person or by proxy, where allowed, and having not less than one-tenth of
the total voting powerorholding shares on which an aggregate sum of not
less than Rs.5,00,000/-orsuch higher amountas may be prescribed, has been
paid-up; and
b) in the case of a company NOT having share capital: by any member or
members present inperson or by proxy, where allowed, and having not less
than one-tenth of the total voting power.
➢ The demand for a poll may be withdrawn at any time by the persons who made
the demand
➢ Timeline for taking a Poll: A poll demanded:
• for adjournment of the meeting or appointment of Chairman of the meeting
shall be taken forthwith
• for any other matter: shall be taken at such time, not being later than forty-
eight hours from the time when the demand was made, as the Chairman of
the meeting may direct
➢ Chairman to appoint scrutinizers for assessing the result of the Poll (refer Rule
21)
➢ The result of the poll shall be deemed to be the decision of the meeting on the
resolution on which the poll was taken
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Note:
The notice of the meeting shall clearly state -
(A) that the company is providing facility for voting by electronic
means and the business may be transacted through such voting;
(remote e-voting)
(B) that the facility for voting, either through electronic voting
system or ballot or polling paper shall also be made available at
the meeting and members attending the meeting who have not
already cast their vote by remote e-voting shall be able to
exercise their right at the meeting; (e-voting at GM)
(C)that the members who have cast their vote by remote-voting
prior to the meeting may also attend the meeting but shall not
be entitled to cast their vote again;
Step 8 = After the closure of remote e-voting and Before the start of GM,
the scrutinizer shall have access to the details relating to the
members who have cast votes through remote e-voting process
but not the manner in which they have cast their votes, for the
purpose of ensuring the members who have cast their votes
through remote e-voting do not vote again at the GM
Note – The manner in which members have cast their votes, that
is, affirming or negating the resolution, shall remain secret and
not available to the Chairman, scrutiniser or any other person till
the votes are cast in the meeting
Step 15 = Register and all other papers shall remain in the safe custody of
scrutiniser until the Chairman considers, approves and signs the
minutes of GM
Chairman
Step 18 = Scrutiniser shall hand over his register and other papers in Step
14 and 15 above to the Chairman of the Company
Step 7 = The scrutinizer shall submit his report not later than seven days
from the completion of 30th day
Step 9 = The postal ballot and all other papers relating to postal ballot
including voting by electronic means, shall be under the safe
custody of the scrutinizer till the chairman considers, approves
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Step 10 = The results shall be declared by placing it, along with the
scrutinizer’s report, on the website of the company.
➢ Such authorised representative shall be entitled to exercise the same rights and
powers, including the right to vote by proxy and by postal ballot, on behalf of the
body corporate which he represents as that body could exercise if it were an
individual member, creditor or holder of debentures of the company.
➢ Under the whole Companies Act, 2013, Special Notice is required for two
sections –
• Passed only if required by the provisions of Companies Act 2013 or the Articles of the Company
• Notice to move the resolution shall be given to company
• Special notice to be sent by members to the company not earlier than 3 months but 14 days before the meeting
• The company on receiving the notice shall give notice to the members atleast 7 days before the meeting
Notice of the intention to move such resolution shall be given to the company by such number of members holding not
less than one per cent of total voting power or holding shares on which such aggregate sum not exceeding five lakh
rupees
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➢ Form MGT 14
➢ Form MGT 15 to be filed with the ROC within 30 days of the conclusion of AGM
➢ Applicability – Every Listed Company
➢ Report prepared on each AGM as per the details given under Rule 31
➢ Details in the Report, prepared in addition to the minutes:
(i) the day, date, hour and venue of the annual general meeting;
(ii) confirmation with respect to appointment of Chairman of the meeting;
(iii) number of members attending the meeting;
(iv) confirmation of quorum;
(v) confirmation with respect to compliance of the Act and the Rules,
secretarial standards made there under with respect to calling, convening
and conducting the meeting;
(vi) business transacted at the meeting and result thereof;
(vii) particulars with respect to any adjournment, postponement of meeting,
change in venue; and
(viii) any other points relevant for inclusion in the report.
➢ the report shall be signed and dated by the Chairman of the meeting
➢ The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply
to a One Person Company.
➢ The ordinary businesses as mentioned under clause (a) of sub-section (2) of section
102 which a company, other than a One Person Company, is required to transact at
its annual general meeting, shall be transacted, in case of One Person Company, as
provided in sub-section (3).
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➢ For the purposes of section 114, any business which is required to be transacted at
an annual general meeting or other general meeting of a company by means of an
ordinary or special resolution, it shall be sufficient if, in case of One Person
Company, the resolution is communicated by the member to the company and
entered in the minutes-book required to be maintained under section 118 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.
➢ Notwithstanding anything in this Act, where there is only one director on the Board
of Director of a One Person Company, any business which is required to be
transacted at the meeting of the Board of Directors of a company, it shall be
sufficient if, in case of such One Person Company, the resolution by such director is
entered in the minutes book required to be maintained under section 118 and
signed and dated by such director and such date shall be deemed to be the date of
the meeting of the Board of Directors for all the purposes under this Act.