‘Management & Admini Chapter 7: Management & Administration of CoManagement & Adn ration of Compa ap ——————_ Sec 93 is being deleted by ICAI from new syllabu: Company needs to maintain all ‘Section 88 (1) : Legal requirements Following registers shall be maintained by every company 1) Register of members (separately indicating each cls of equity and preference shares held by every member, whether residing in India or outside India, 2). Register of debenture holders. ROM, RODH, 3)_ Register of any other secusity holder. All the aforesaid registers shall be maintained in a manner and format as may be prescribed, Rule 3 of The Companies (Management and Administration) Rules, 2014 (1) Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT. “Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Ac t, 1956 shall be transferred to the new register of ‘members in Form No.MGT-I and in case additional information, required as per provisions of the Act and these rules, is provided by the members, such, information may also be added in the register as and when provided”; We crsEZ janagement & Administration of Companies @) In the ease of a company not having share capital, the register of members shall contain the following particulars, in respect of each member, namely (2) name of the member, address (registered office address in case the member is a body corporate); e-mail address; Permanent Account Number or CIN3 Unique Identification Number, if any; Father's/Mother's/Spouse’s name; Occupation; Status; Nationality; in case member is a minor, name of the guardian and the date of birth of the member; name and address of nominee; () date of becoming member, (6) date of cessation; (@ amount of guarantee, if anys (6) any other interest if any; and (f instructions, if any, given by the member with regard to sending of notices “Provided that in the cise of a company existing on the date of commencement of the Act, the particulats as available in the register of members maintained under the Companies Act, 1956 shall be transferred 10 the new register of members in Form No.MGT-1 and in case additional information, required as pee provisions of the Act and these rules, is provided by the members, such information may also be added in the register as and when provided.”. All registers maintained as above shall include an index of the names included in that register Section 88 (3): Deeming provision in case of D-mat ‘The segister and index of beneficial owners maintained by a depository under section II of the Depositories Act, 1996, shall. be deemed to be the corresponding register and! index for the purposes of this Act. (0 A company koxp outfe Inca, Bay of register required fo be maintained undebthis secon ermed as forcign rest). © The foreign register stall contain the names and particulars of members, debenture Rlders, or oteeseeuty holders residing ouside Ici, ("The foreign reiter ean be mantined only the company is authorised byts AOA to dogo, . " Register at (6) The foreign regsteishall be maintained in such a manner a6 may be escibe bythe OG Rule 7 of The Companies (Management and Administration) Rules, 2014 Foreign Register of Members, Debenture Holders, Other Sect Ow: side Ir (1) A company which has share capital or which has issued debentures or any other security may, if So authorised by its articles, keep in any country outside India, a part of the register of members of as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the "Foreign register") 2) The company shall, within thinty days from the date of the opening of any foreign register, file ‘with the Registrar notice of the situation of the office in Form No.MGT-3 along with the fee where such register is kep; and in the event of any change in the situation of such office oF of its discontinuance, shall, within thirty cays from the dace of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.Management & Adi 10 of Compas @ A foreign register shall be deemed to be part of the company’s egister (hereafter in this wile referred to as the "principal registes") of members of of debenture holders or of any other secusity holders or beneficial owners, as the case may be. (4) The forcign register shall be maintained in the same format as the principal register. (9) A forcign register shall be open to inspection and may be closed, andl extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall he inserted in at least wo newspapers circulating in the place wherein the foreign register is kept. © Ika foreign register is kept by a company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding. (D Entries in the forcign register maintained under sub-section (#) of section 88 shall be made :multaneously after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the ease may be. (8) The company shall— (@) transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and (©) keep at such office a duplicate register of every foreign register duly entered up from time t0 time, (©) Every such duplicate register shall, forall the purposes of this Act, be deemed to be past of the principal register. (10) Subject to the provisions of section 88and the rules made thereunder, with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the ease may be, debentures or any other security, ‘egistered in the principal register and in every other forciga register; and no transaction with respect to any shares or as the ease may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register. (11) The company may discontinue the keeping of any foreign register; and thereupon all entries in ‘that register shall be transferred to some other forcign register kept by the company outside Tndia or to the principal register. Secti j: Penalty for non-complia ‘The offence under this section is a compoundable offence wis. 441 of the Act. Penalty for non-compliance with the provisions of the section for company and every officer in default For one time default= For continuing default 50,000 = Fine < Rs3,00,000 | Further penalty of Rs.1,000 per day for the defuulting period. I is important to note here that Form MGT — Land MGT ~ 2 require details of nomination as refereed to in section 72 of the Act, mad with Rule 19 ofthe Companies (Share Capital and Debentures) Rules, 2014 to be entered in the Register of members and register of debenture holders or other security holders as the case may Section 89: Declaration in respect of beneficial interest in any shareEZ ‘Management & Administration of Companies ‘Section 89 (I) : Declaration by registered holder of shares When- the mame of a person is entered in the register of members as a .- holder of any shares in the company, atthe does nor have a beneficial interest in such shaees. he shall ilea declaration with the company Declaration shal bein prescribed form & manner Form MGT-4 Y within a period of 30 days from the date on which his name is entered in the reister of members of such company Y Declaration shall specify the name and other particulars of the person who holds beneficial interest in such shares Section 89 (2) ; Declaration by beneficial owner of the shares When: A person isnot the registered holder of any shares in a company, but ¥ He holds beneficial interest in such shares He shll ile a declaration in (Form MGT-S) withthe company 4 The declaration shal specify the nature of his interest esha specify particulars ofthe person in whose name che shares have been registered and other presrihed pantculars ¥Ieshall le within thy days afer acquiring sch beneficial interest in the shares ofthe company ‘Section 89 (3) : Declaration in case of change of beneficial interest If any change occurs in the beneficial interest in any shares in respect of which a declaration had been filed u/s 89, then, within 30 days of such ‘change, a declaration in such form and containing such particulars shall be filed with the company by- (@) The person in whose namethe shares have been registered, and (b)_The person holding beneficial interest in such shares. Section 89(4) : CG to make rules “The Central Government may make rules to provide for the manner of holding and disclosing beneficial interest and beneficial ownership under this scetion. Section 89 (5) : Penalty for not making declaration Punishment when a person liable to make a declaration under subsection (1), (2) of (3) fails to do. so, without any teasonable cause: For One time failure- For Continuing failure- Fine = Rs50,000 A further fine $ Rs.1,000 per day Section 89 (0) : Filing by the company with the ROC Where any declaration is filed u/s 89, the company shall- (1) Make a note of such dleclaraton in the relevant register, and (2) Within 30 days, file a rerurn in the preseribed form with the ROC. Where/a company fails to file a return as above within prescribed time (270 days)- Penalty for company and every officer in default- For one time default- | For continuing default- Fine Rs.500—Rs 1000. | Further fine $ Rs.1,(000 per day of continuing default. i 2 ight jal owner ‘© Where, in respect of any share, any declaration is required to be made under this section by beneficial owner, but He does not make any such declaration. ‘Then no tight, in respect of such shases, shall be caforceable by him or any other person claiming through him.Management & Adi ration of Compar ‘Section 89 (9): Company"s duty to pay dividend not affected '* Nothing contained in this scetion shall prejudice the obligation of the company to pay dividend to ies members. ‘* On payment of dividend by the company, the company's obligation stand discharged ‘Section 89(10): beneficial interest in a share includes FFor the purposes of this section and section 90, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or othenwise, the right or entitlement of a person alone for together with any other person to— 8) exercise or cause to be exercised any or all of the rights attached to such share; of b) receive or participate in any dividend or other distribution in respect of such share. ‘Exemption to Government Company In case of Government company ~ Section 89 shall not apply - Natfzation dated 5th June, 2015. ‘The above mentioned exemption shall be applicable to a government company which has not committed a default in filing its financial statements under section 137 or annual retuen under: section 92 with the Registrar- Notfcaion dated 13th]une, 2017. I salts ‘That he does not have ‘That he does not have . beneficial interest and name of registered interest and name of person who holds person who holds it ~~ cmt p>!) vourcompay beneficial owner Company ROCjanagement & Administration of Comp Peer Sanat tana icial ownership of shares in Cees (1) Every individual, who acting alone or together, or through one or more persons OF trust, including a teust and persons resicent outside India, holds beneficial interests, of not less than 25, ‘or such other percentage as may be prescribed, in shares of a company or the right to exercise, co the actual exercising of significant influence of control as defined in clause (27) of section 2, ‘over the company (herein referred to as "significant beneficial ownec"), shall make a declaration to the company, specifying the nature of his interest and other particulars, in such manner and ‘within such period of acquisition of the beneficial interest or rights and any change thercof, as may be prescribed: Provided that the Central Government may prescribe a class or lasses of persons who shall not be requited to make declaration under this sub-section, (2) Every company shall maintain a register of the interest declared by individuals under sub-section (1) and changes thercin which shall include the name of individual, his date of birth, adele, details of ownership in the company and such other details as may be prescribed, (6) The register maintained under sub-scetion (2) shall be open to inspection by any member of the ‘company on payment of such fees as may be prescribed, (4) Every company shall file @ return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other detailsas may be prescribed within such time, in such form and manner as may be prescribed, (4A) Every company shall ake necessary steps to identify an individual who isa significant beneficial ‘owner in relation to the company and require him to comply with the provisions of ths section, (5) A company shall give notice, in the prescribed manner, to any person (whether or not a member ‘of the company) whom the company knows or has reasonable cause to believe— (@) to be a significant beneficial owner of the companys () to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; ot (© to have been a significant beneficial owner of the company at any time during the three years immediately preceding the date on which the notice is issued, and who is not registered as a significant beneficial owner with the company as required under this section. (© The information required by the notice under sub-section (5) shall be given by the concerned person within a period not exceeding thirty days of the date of the notice, (7) The company shall (shee tae pon felt gv the sompeny he infomation equi by the note win de time specified therein; or (B) where the information given is not satisfactory, apply to the Tribunal within a period of fifteen ‘days of the expigy of the period specified in the notice, for an order directing that the shares in ‘question be subject to restrictions with regard to transfer of interest, suspension of all rights attached to the shares and such other matters as may be prescribed. (8) On any application made under sub-section (7), the Tribunal may, ater giving an opportunity of being heard co the parties concerned, make such order restricting the rights attached with the shares within a period of sixty days of receipt of application or such other period as may be prescribed. (9) "The company or the person aggrieved by the order of the Tibunal may make an application 10 the Tsibunal for relaxation oF lifting of the sestrictions placed under sub-section (8), within a period of one year from the date of such order:Management & Adi 10 of Compas Provided that if no sach application has been filed within a period of one year from the date oF the ‘order under sub-section (8), such shates shall be transferred. without any restrietions.to the authority constituted under sub-section (8) of section 125, in such mannet as may be prescribed (OA) The Central Government may make rules for the purposes of this section, (0) If any person fails to make a declaration as roquied under sub-section (1), he shall be prishable with imprisonment for aterm which may extend to one year or with fine which shall not be less than one lh rupees but which may extend to ren ak rupees or with both and ‘where the failure is 1 continuing one, with a farher fine which may extend to one thousand rupees for everyday aier the Est during which the failure continues. (11) Ifa company, required to maintain register under sub-section (2) and file the information under ‘sub-section (4) of required to take necessary steps under sub-section (4A), fils to do so or denies inspection as provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than ten lakh rupees but which may extend to fify lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the failure continues. (12) If any person wilfully furnishes any false or incorrect information or suppresses any material information of which he is aware in the declasation made under this section, he shall be liable to action under section 47. Exemption to Government Company Ta ca of Goverament company ~ Secon 90a not apply" Notation dated Sth Jane, 2013 {Tee above meatoned exemption shall be aplcable to u goveeumeat company Meh hs not commit a defalin Hing ts Goancal statements under section 137 gr annual rerun under section doth te Rett [Nodtenion dated thhune, 2017] : Power to close register of members or debenture Proce deme eestrmroc cd ‘Section 91 (1) : Maximum period of closure Maximum petod of close share sal be- 4B daysina yer 5 days at any one time Notice of closure: © Previous note fal be give bythe comply. +The noice shal be ven in such manner as maybe preseibed, closure shall © he osice tal be oF not exceed 30 (Atleast 7 days (before the first day of closure) days f)_Such lesser peti for ised companies as specified by the SEBI Section 91 (2) : Penalty for contravention Penal fo every day during which the registers kept closed in contravention of sec. Sof the Companies Act, 213. ‘One-time, For company and every officer in default: Total closures © Rs5,000 per day of default; oF in year together © Rs.1,00,000 shall not Whicheverislower exceed 45 days 7 7 aia Procedure to be followed for closing the register of members/dehenture-holders/ other security holders ¥ A-company closing the register of members or the register of debenture holders or the register of other security holders shall give at least 7 days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company isa listed company or intends to get its securities listed, by advertisement at east once ia.a vernacular newspaper in the| principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and atleast once in English language in an English newspaper circulating in that district and having wide circulation in ehe place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company arenas reyjanagement & Administration of omp: The provisions contained in sub-rule (1) shall not be applicable to a paivate company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holderse £2 YOUR COMPANY ROC.&_SEBI etn -——_—_—, op DAYS Total closure days in year Only one time closure shall together of all closures shall not not exceed 30 days. exceed 45 days. tion 92-(l); ODI Obligation to file Anna return- BBvey company shall prepare a return (the anual return) in the presribed form [PormNo. MGT q Contents of Annual return- ‘The ammeal ietum shal contin the purenlars av they std at che close of che ancl year roping: (1) its rgitened office, @ principal business activites, @)_pardculns ofits holding enbsdicy and associate cmp, (@) its shares, debentures ad other setures and shareholding patern; (6)_tsindebeedness:Management & Adi 10 of Compas (7) _ its members and debenture holders. (@) slong with changes therein since the close ofthe previous financial year ©) its promoters, directors, key managerial personnel along with changes therein since the close ofthe previous financial year; (10) meetings of members oF a class thereof, Board and its various committees along with attendance det (11) remuneration of dirctors and key managerial personnel/agregate amount of remuneration drawn by directors (in case of private co) (12) penalties ot punishments imposed on the company, its directors o officers; (13) deuals of compounding of offences and appeals made against such penalty punishment; (14) matters related to certification of compliances, disclosures as may be prescribed, (15) deuals.as may be prescribed in respect of shares held by or on behalf of Foreign Tnsituional Investors indicating their @ names, (b) addres {© counties of incorporation, (@) registration and (©) percentage of sharcholdings held by them; and (6)such other mates as may be prescribed Signing of Annual return- Tn case of OPC and small company AR shall be signed by ~ ‘© Company Secretary CS), if any, or ‘Director (when no CS is ther). an for not holding the AGM. Additional fling fees as prescribed shall be pai | Fileannual | where company fails to file within time-limit of 60 days as above bur fies it return in 60. | within 270 days from the expity of 60 days time-limit (.e, files within 330 days. days. of date of holding AGM/date on which AGM should have been held), ‘Section 92 (2) : Signing of AR in case of Listed company (1) Ato following companies thal be eed bya CS i pacing () Alised company Ks 8) A compa OAR pci capicl of Re, 10 Crores or tumover of Re) Geors or more (2) ‘The ceufcate shall ben prescbe form ie. Form No. MGT 8 Signng of anclttB |G) The Getene tal sae he AK cons te fe comer and nl eta | ly and cathe compan Rs compe with lh poisons of this Act. ‘Section 92 (3) : Board's Report to contain an AR Extract Exery company shal place 2 copy of the annual return on the website of the company, ifany, and the web-link of such annual return shall be diselosed in the Board's report Section 92 (4) : Filing of AR with the ROC “Time limit to fle AR shal be as under: (1) IFAGM is held- within 60 days from the date of AG) Q) ILAGM is not held- within 60 days from che date on which the AGM should have been held together with a statement specifying the reasons days until Section 92 (5) : Penalty for failure to file AR under sub-section (4) Where company fails to file even within 270days from the expiry of 6Odays time limit (he. fails to file within 330 days of date of holding AGM/date on which AGM should have been held), penalty shall be as under: such company and its every officer who is in default shall be liable to a penalty of fly thousand rupecs and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees. ‘i +: Penalty for contraventi my ret When a CS certifies an AR which is not in conformity with the requirements of this Seetion of the applicable rules, he shall be punishable, Fine Rs.50,000 = Fine = Rs.5,00,000. As per Rule 15() Companies (Management & Administration) Rules, 2014, copies of annual retum along with the copy of certificates and the documents requited to be annexed thereto shall be preserved for a period of 8 years from the date of fling of the annual return.EZ Management & Administration of Compani Go }60| File annual retums within 60 File annual returns within 60 days from actual date of AGM. days from due date of AGM. ee Signed by company secretary and BOD of the company.Management & Administration of Compat Place of keeping and Inspect baer aco 12 94 (1): Place and period of keeping the registers and return ‘The registers and indexes (as required by the sec 88) and copies of annual return (Giled u/s 92) shall be kept at (@). The registered office of the company; or (b) Any other place in Tndlas if More than 10% of the total number of members reside at such Maintain the ae books at RO of (i SRis passed inthe GM, the company. | Provided further that the period for which the registers, cetums and records are required to be kept shall be such as may be prescribed. sation of Register of M xc, and Anni “The register of members along with the index shall be preserved permanently and) hall be kept the custody ofthe company secretary of the company of any othet person authorized by the Boutd for such purpose . js is The register of debenture holders or any other security holders alling with the index shall be preserved fora period of eight years from the date of redemption of debentures or sccurites, a8 the cease may be, and shall be kept in the custody of the company secretary of the company of any other person authorized by the Board for such purpose. Copies ofall annual retirns prepared under section 92 and eopies of all certifcates and documents required to be annexed thereto shall be presetved for a peti of eight years from the date offing with the Registre. Preservation of foreign register ‘The foreign register of members shall be preserved permanently, unles itis discontinued anc all he entries are trandferned to any other foreign register orto the principal register. Foreign register of debenture holders oF ay other seeurty holders shall be preserved for a peti of eight years from the date of redemption of such debentures ot securities. The forcign register shall be kept in the custody of the company secretaty or person authorised by the Board nuns « )\No inspection of registers and indexes can be made when the register pr dota in accontane wih the provisions of 91 of he Companies Inspection of Pict 2013, ea * The inspection may be made during business hours. ante IES Ate cont shal be open for nspecion by : (O” Any member or akbemture hold, eter scury holler of tng » cfc ner without any ees " (@ Anyorher pron payment of prescribed fs The regen and nes shall be open for inapeeon ding busines hour such conte neon every working day asthe Board mn decide upon pyar of fees a maybe specie in the cles of pany bt which may nor enced Re 5) for each association of the inspection. ‘Also, a reasonable time shall be not less than 2 hours on every working ay for which the inspection shall be open by the company, ixiracts and 1 security holder or beneficial 1) Any such member, ‘owner or any other person may- Pern crsEZ ‘Management & Administration of Companies @ take extracts from any register, OF index oF return without payment oF any Fee; or (©) require’ copy of any such register or entries therein or return on payment of such fees as may be specified in the artiles of association ‘f the company but not execeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of such fee. [fehe company refuses to allow any inspeetion oF taking of any extract, penalty for the company and every officer in default shall be as under- Rs. 1,000 per day of defaulting period: or Rs.1,0,000 Whichever is lower. If the company refuses to allow any inspection or taking of any extract, CG may, by order, direetan immediate inspection or direct thatthe extract required shall forthwith be allowed toe taken by the person requiring it. prima facie evidence of any matter directed or authorised to be inserted therein, Annual Gene 6 1. Within 6 months from end of FY. 2. Within 15 months from last AGM. 3. Atleast 1 AGM in 1 calendat year. It shall be held within 9 months from the end of first financial year cel“ OK Cel AGM shall be held AGM shall be held on. AGM shall be held at within business hours. business days, RO or city of RO ‘Section 96(1) ; Requirement and time limit to hold AGM (1) One Person Company has been exempted from holding AGM since one person cannot constitute a meeting, @ Every company as defined in section 2(20), with the exception of OPCs, is required to hold an AGM in each yeat. @ Not more than 15 months shall elapse between the date of one annual general meeting of 2 company and that of the next. (@ First AGM shall be held within a period of 9 months from the date of closing of the first financial year of the compan AGM in 9 ‘months from the ‘end of FY ‘The registers, their indexes and copies of annual returns maintained uncler sections 88 ancl 94 shall beManagement & Adi 10 of Compas (AGM oaber than the Fist AGM shal Beeld within period oF @ months from the dae of closing of the financial yar. 6 (6 Ifa company holds its ist annual general mecting as aforesid it shall not be necessary for the company to hold any annual general meeting in couse the year of its incorporation. Further AGM (The registrar may, for any special reason, extend the time period of any | yithin 6 months AGM. from end of each (8) The registear shall not extend the time period of First AGM. (9) The extension by the ROC shall not exceed 3 months period. (10) That means AGMs other than the fist AGM must be held and completed ‘on the earliest of the @ The meeting must be held in each year (ie. calendar year), ie latest by 31% December each year. G@ The meeting must be held within 15 months fom the dace of the previous AGM. (ii) The meeting must be held not later than 6 months from the date of the balance sheet. ro Calendar ear tion 990) Date, Timing and Venue of AGM () Every AGMshall be elled dng utness Hours has beeveea 9 AM | ORME and 6 PM. OURS Q AGM shall not be called on any National Holiday In business hour ©) ‘The AGM sil beheld at the etre oie ofthe compa or some iieicianrear menibuniane—canineunia Ardea EY) of the company i situated. YY Provided that, annual general meeting of an unlisted company may be held at any place in India if consent is given in wsiting or by electronic | On working day ‘mode by al the members in advance: Si (® Annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by clectronie mode by all the ‘members in advance, Arageaet 3) ‘The Central Government may exempt any company from the above ster ( The Central G it may exempt spany from the abo ae provisions as to day, timings and venue of AGM subject to certain conditions (@ National Holiday” mieans and includes a day declared as National Holiday by the Central Government In case of Section § company- In Sub-section (2) of Section 96 after the proviso and before the explanation the following peoviso shall be inserted; Provided furcher thatthe time, date and place of each annual general mecting are decided upon before-hand by the board of directors having regard to the directions, if any, given in this regard by the company in its general meeting, ‘The above mentioned exception shall be applicable to a section 8 company which has not committed a default in fling of is financial statements under section 137 ar annual return under section 92 with the Registrar. Incase of Government company, section 96(2) shall be read as “Every annual general meeting shall be called dusing business hours, that is, beeween 9 a.m. and 6 pam, on any day that is not a National Holiday and shall be held either atthe registered office of the ‘company of at such other place within the city, town or village in which the registered office of the company is situate or such other place as the Central Government may approve in this behalf, ‘This shall be applicable to Government company which has not committed a default in filing of its Financial statements under section 137 of annual return under section 92 with the Registrar.‘Management & Administration of Companies SS nome ner Cena Ee 2 SOE? = : Condition- (@ Any defuule is made in holding the AGM u/s 96. (i) An application is made to the Tribunal by any member Consequences (The Tribunal may call or direet the ealling of an AGM of the company. (The order may have overriding effect on any other provision of the set or ‘The wibunal AOA of the company. may call AGM in | (ii) The Tsbunal may give such ancillary or consequential directions as the ‘case of default | Tribunal thinks expedient. by company. | (ix) The directions given by the Tabunal may include a direction that one member of the company present in person or by proxy shall he deemed to constitute a meeting, Section 97(2) : GM ordered by Tribunal to be deemed as AGM If.an AGM is held in pursuance of an order of the Tribunal, it shall, subject to any direction of the, ‘Tribunal, be deemed to be an AGM of the company. Conditions- (1), When for any reason itis impractical to call a meeting of a company (other than AGN). @ An application is made By any director or member who would be cated to yote at such meeting @) The Taibunal may, suo moto be of opinion to order such mecting of ‘The wibunal may | members. call AGM in case | Consequences- it is impractical to | ‘The Tsbunal may call meeting by | (1) Onder a meeting of the eompany to be called, held and conducted in company. such manner asthe Tribunal thinks ft; and @) Give such ancillary of consequential diceetions as the Tribunal thinks expedient. @) Such directions may include a direction that one member of the ‘company present in person or by proxy shall be deemed to constitute meeting. Any meeting called, held and conducted in accordance with any order made under sub-section (I) shall, forall purposes, be deemed to be a meeting of the company duly called, held and conducted. Section 99: Punishment for default in complying with provisions Oct oe ‘any default is made @ Holding a meeting of a company as per see 96, 97 oF 98; oF i) Complying with any diteetions of the Tribunal. Penalty for the company and every officer in default: For one time default- | For continuing default- Fine up to Rs.1,00,000 _| A further fine up to Rs.5,000 per day for the defaulting period.pare on Conduct of Annual General meeting i : 1 Conduct of AGM by Company Conduct of AGM by Tribunal Within 6 months from end of FY. 2. Win 1S montero lat AGM. 3. Atleast 1 AGM in I calendar year. 1, In case of company being at In case itis impractical for default to conduct AGM ‘company to hold AGM. ‘Tribunal may order AGM jn following circumstances, Penalty Trany default is made in- (Holding a meeting of a company as per see 96, 97 oF 98; ot Gi) Complying with any directions of the Tribunal, Penalty for the company and every officer in default- Forone time default- | For continuing default- Fine up to Rs.1,00,000 [A farther fine up to Rs.5,000 per day forthe defaulting peviod. Section 100: Calling of Extra Ordinary meeting The Board may, whenever it deems fit, call an EGM of the company. EGM- All general meetings other than AGM shall be ealled EGM. An extraordinary general meeting of the company, other than of the ‘wholly owned subsidiary of a company incorporated outside Tadia, shall Ibe held at a place within India Who can make a valid requisition? (1) company having a share capital: members holding 10% of more of the paid up share capital of the company having Fightco vote as at the date of deposit of the requisition 10% of paid up Q) company not having a share capital capital / voting members having 10% or more of the total voting power of all the members | power holder shall as at the date of deposit of the requisition, appl the meeting isto be called Section 100 @) : Ingredients of a valid requisition pan reqison shal set out the mater forthe consideration for which ‘A ‘The anton sal be sed by he reins Ths sendtion sal bests he muted ofr of th company. ‘ion 100 (4): BOD legally bound to call EGM on receiving valid ‘requisition from members ‘The board shall, within 21 days from the date of receipt of a valid requisition from members, proceed to call EGM. ‘The board shall call such an EGM on a day not later than 45 days from the date of receipt of such requisition, eee crt‘Management & Administration of Companies ‘+ Tf board fills to call the meeting a8 above, the meeting may be called | _ The BOD are and held by the requisitonsts themselves within a period of 3 months | _ bound to call from the date of the requisition, EGM with 21 days notice. Section 100 G): Calling of EGM by Requisitionists A mecting under subsection 4) by the requsitionists shal be elled and held in the same manner in which the mectng i called and held by the Boar Section 100 (6): Reimbursement of expenses to Requisitionista (1) Any reasonable expenses incurred by the requisitonists in calling a meeting shall be reimbursed to the requsitioniss by the company @ The sums so pad to reqisitonists shall be deducted from any fee or other emuneraton patableto such ofthe directors who were in default | Gg my in calling the meeting Gear expenses made by ‘applicant, Rule 17 of the Companies (Management and Administration) Rules, 2014, 1) The members may requisition convening of an extraordinary general meeting in accordance with sub-section (d) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraoninary general ‘meeting. 2) The notice shall specify the place, date, day and hour of the meeting and shall contain the bussiness to be transacted at the meeting, Explanation.- For the purposes of this sub-rule, itis here by claified that requistionists should convene meeting at Registered office ar in the same city or town where Registered office is situated and such meeting should be eonvened on any day except national holiday 3) If the resolution is to be proposed as.a special resolution, the notice shall be given as required by sub-section (2) of section 114, /4) The notice shall be signed by all the requistionists or by a requistionists duly authorised in writing by all other requistionists on their behalf or by sending an electronic request attaching therewith a seanned copy of such duly signed requisition. ofan 5) No explanatory statement as required under section 102 need be annexed to the noti extraordinary general meeting convened by the requistionists and the requistionists may diselose ‘the reasons for the resolution(@) which they propose to move ar the meeting, {6) The notice of the meeting shall be given to those members whose names appear in the Register ‘of members of the company within three days on which the requistionists deposit with the ‘Company a valid requisition for calling an extraordinary general meeting, 7) Where the mecting is not convened, the equistionists shall have a tight to receive list of ‘members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on ‘nventy fest day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt ofa valid requisition, 8) The notice of the meeting shall be given by speed post or registered post or through electronic mode, Any accidental omission to give notice to, of the non-receipt of such notice by, any member shall not invalidate the proceedings of the mecting.Management & Adi 10 of Compas | Calin of ony Gener Mesing, [Saw cpalemey | Nosrepialconpany | 10% LO% ‘Min 10% of paid up capital holders shall Min 10% voting power holdéts shall apply apply for conducting EGM, for conducting EGM. v PY ‘The requson sal ss ote ; trate fv the cons or BOD shall ca EGM with which the meeting is to be called. ea J F Bop fails to call GM in 45 days > Company shall refund the expenses incurred to those member who called the GM in case of failure by BOD. the members may call same in 3 months from the date of application, Section 101: Notice of Meeting Section 101(1): 2idays notice to call a meeting (2) Any GM can be called by giving at least 21 clear days’ notice. (2) The notice may be either in writing or through electronic mode, shorter notice a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is Min 2idaya n accorded thereto: for meeting (1) in the ease of an annwal general meeting, by not less than 95 % of the members entitled to vote thereat; and in the case of any other general meeting, by members of the company— A. holding, if the company has a shace capital, majority in number lof members entitled to vote and who represent not less than 95 %, of such part of the paid-up share capital of the company as gives aright to vore at the meeting; or B. having, ifthe company has no share capital, not less than 95 % of the total voting power exercisable at that meetings Provided further that where any member of a company is entitled to vote only on some resolution of resolutions to be moved at a meeting and not on the others, those members shall be taken into account for Pern crsEZ janagement & Administration of Companies the purposes of this sub section in respect OF the former resolution oF sesolutions and not in respect of the lates. ‘ion 101 (2): Contents of not Every notice shall specify (Date day place and hour of the GM; (i) Business to be transacted at the GM, Section I -ntitled co not | o@ @ ‘The notice shall be given to- (every director, @ every member, (i legal representatives of deceased members; (i) ollicial assignee of che insolvent member, (v)_auditors, © Accidental omission to give notice of GM shall not invalidate the proceedings of GM. ‘¢ Non-receipt of notice by any person entitled to eeceive notice shall not invalidate the proceedings of GM. Mode of sending the notice: As per Rule 18 of the Companies (Management & Administration) Rules, 2014, sending of notices through electronic mode has been statutorily recognized by the Act. ‘© The said nile mentions that a notice may be sent through e-mail as 2 a) Textor b) Asan attachment to e-mail; or ©) Asa notification providing electronic link; or «d) Uniform Resource Locator for accessing such notice ‘© The e-mail shall be addressed to the person entitled t0 receive such e-mail as per the records of the company as provided by the depository. Also, the company shall provide an advance ‘opportunity at Teast once in a financial year, to the member to register his e-mail address and the changes therein and such request may be made by only those members who have not got theic email id recorded of to update a fresh email id and not from the members whose email ids are already registered, ‘© The notice shall be placed simultancously on the website of the Company, if ‘any, and on the website as may be notified by Centeal Government. i 10 Pri a Sectioa 101 shall apply, unless otherwise specified in respective sections or the anticles of the company provide otherwise. ‘This exception shal be applicable to a private company which has not committed a default in filing its financial statements under section 137 or annual return under section 92 of the Act, with the Registrar, Seren patent a an een knits oe 7 oe Explanatory Statement must be annexed to the notice for transacting ‘every item of special business. Contents of Explanatory Statement (@) the nature of concern oF interest, nancial or otherwise, in respect of each item of- (i) every director and manager, if any Detailed explanation (i) every other key managerial personnel; and of all transaction shall (ii) relatives of the persons mentioned in sub-clauses () and (i); be given in ‘explanatory statement.Management & Administration of Compat Ea @) any other information and Thotw that may enable momber to understand the meaning, scape and implications of the items of business and to take decision thereon. ‘ion 102 (2); Transaction to be Special and Ordinary Business at which meeting In case of AGM: All business to be transacted at AGM shall be deemed special, Except- (1) the consideration of financial statements and the reports of the BOD and auditors; @ the declaration of any dividend; G) the appointment of directors in place of those retiring; (@) the appointment of, and the fixing of the remuneration of, the auditors In case of any other meeting (e.g. EGM): All business shall be deemed to be Special > Additional disclosure requirements in statement- ‘© Where any item of special business to be transacted at a meeting relates to or affects any) other company, AND The extent of sharcholding of following persons is 2% or more in paid-up eapital- > Every promoter, > Director, > Manager, > Any other key managerial person, ‘Then such details of shareholding shall also be requited 10 be set out in the statement, ‘Section 102 @): Inspection of documents referred in the © Where any item of business refers to any document, Which is to be considered at the meeting, ‘Then the time and place, where’such document an be inspected | Inspection of shall be specified in the statement under sub-section(), Document to be presented in GM. z * - Non-disclosure- Where any promoter, director, manager if any, of other key managerial personnel fails to diselose the required details in the statement. Consequences (1) Then any benefit aceruingro such person, either direetly or indirectly shall be ‘held in trust” (means any benefit arising shall belong to the company even if i is possessed by any such person) for the company’ AND @ S/he shall be liable to compensate the company to the extent of the benefit re her/him. Such liability shall be in addition to any other action against such person under this law or any other law. ived by aly rave Persons Liable: © Bvery promoter ‘© Bvery Director © very Manager ‘#) Any Key Managerial Person Who is in default Penalty — Higher of @) Fine up to Rs.50,000; or (b)_ 5x Amount of benefit to person lable ‘Applicability of section 102 to Private companies Section 102 shall apply unless otherwise specified in respective sections or the attcles of the company provide otherwis This exception shal be applicable to a private company which has not committed a default ia filing sicial statements under section 137 or annual return under section 92 with the Registra.EZ ‘Management & Administration of Companies Srnec Cen RE Ady A. In ease of a Publie Company- . @ 5 members personally present: if members > 1000 oe Gi) 15 members personally present- if 105040) Without quorim meeting cannot be B. In case of a Private Company-2 members personally present. If held. articles provide for lagget quorum than that given in the above table, such larger quorum shall be the quorum, 4 Section 1032) : Consequences of no quonum A. Consequences of no quorum: If the quorum is not present within half-an-hout from the time appointed for holding a meeting of the company— (@) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and Such other time and place a8 the Board may determine; oF the meeting, if called by requisitionists (under section 100), shall Stand cancelled. 7 Meeting wit’ | © adjoum in case of | ( absence of quorum | © GBI |B. Novice of Adjoumed Mecting: (@ The company shall give a notice of notless than 3 days where (A mecting is adjoumed as above; oF Min 3days notice | (i) A change is made wars. cay, time or place of meeting under clause for adjourned @, meeting. () Such notice to members shall be given cither individually or by publishing in wo newspapers; one in English and one in vernacular Jang ‘Section 103(3): Consequences of no quorum in an adjoumed meeting "The members present shall be the quorum if atthe adjourned meeting also; a quorum is not present within half an hour from the time appointed for holding meeting Section 105 shall apply to private company unless otherwise specified in respective sections oF the articles of the company provide otherwise ‘This exception shal be applicable to a private company which has not committed a default in filing its financial statements under section 137 or annual return under section 92 with the Registrarpare on ‘The meeting shall be adjoumed to same time, same place, same day next week or to day, time, place as decided by BOD. Minimum 3 days notice shall be given for adjourned meeting to members of ‘company. Section 104(1) : Members to elect Chairman Unless the articles otheruif&provdlittbe meni perscifly present atthe ebiss _mecting shall clect one of themselves to be the Chaieman thereof on a show of hands, ‘Section 104(2) ; Poll for electing chairman ‘© The provisions of section 104 shall apply in the abscace of any provisions in the AOA. ‘The Chairman has prima facie authority to decide all questions which arse at a meeting and which require decision at the time.in order to fulfil his duty properly, he must observe strict impartiality, even though he must be personally strongly opposed to any matter. ‘The Chairman has a casting vore in Board Meetings and general meetings, if specifically empowered by the articles of the Company. \ casting vore means that in event of the equality of vote on a particular business being transacted at the meeting, the Chairman of the meeting shall have a tight to cast a second vote, If there is no provision in the articles for a casting vote, an ‘ordinary resolution on which there is equality of votes is deemed to be dropped. In case of private company - Section 104 shall apply, unless otherwise specified in respective sections of the articles of the company provide otherwise, This exception shall be applicable to a private company which has not committed a default in filing, een ne‘Management & Administration of Companies Tes financial statements under section 137 or annual return under section 92 of the Act, with the Registrar. ‘Section 105(1) : Right of a member to appoint proxy Who can & cannot appoint proxy? : (Any member who is entitled to attend and vote at a meeting ean appoint a proxy. (i) Member of companies not having a share capital shall not havea right to appoint proxies unless the articles of the company confee such a sight. (i) The Central Govt. may preseribe a class or classes of companies whose ‘members shall not be entitled to appoint proxies. (c.g, a member of a company registered under sec8, ie. a ‘not for profit e0., shall not be entitled to appoint any other person as his proxy unless such other person is also-a member of such company) Rights of Proxy: - (Right to attend the meeting, Right to vote on poll, (i) Right to act on behalf of the appointing member. (iv) Right to demand a poll if eligible u/s 109. Restrictions on Proxies (A proxy shall not have right to speak in the mecting. CG may declare | (ii) proxy cannot vote on show of hands ‘companies who | (ji) A proxy is not counted for the purpose of quorum, ean be allowed | (ix) A person can det as proxy on belulf of members- to have proxy. © Not excceding 50; and Member entitled to vore can appoint proxy i case of share capital company. # Holding in coal shace capital © 10% (aggregate) Section 105Q) : Notice of GM to state prominently the entitlement to appoint proxy In every notice calling a mecting of a company (@) which has a share eapital, or (i) the articles of whieh provide for voring by proxy ‘There shall appear with reasonable prominence 4 statement that a member entitled to attend and vow is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member, Secti Penalty for iance with sul Every officer of the company who isin default shall be lable to penalty of five thousand rupees, (If the AOA of a company requires for a longer period than 48 hours before meeting. (For depositing any instrument appointing a proxy or any other document showing validity of proxy (ii) Such a requieement by AOA shall be treated as 48 hous to deposit proxy forms. 0 for the purpose of meeting, invitations to appoint as proxy are sent at the company"s expense to any member entitled to have a notice of the meeting, (i) Then every officer of the company who knowingly issues the invitations or permits such issue shall be punishable with fine up to Rs.1,00,000, # However, ifa member has requeste AND If such form or lists available on request in writing to every member entitled to vore by proxy # then an officer shall not be liable For punishment writing and specified the name of the prosy, ‘Section 105(6): Proxy Form “The proxy form shall be- © in writhing, and (i)_signed by tie member/ Atworney erinManagement & Adi ration of Compa @ Ifan instrument appointing a proxy is inthe form as may be prescribed Ge. Form No. M 1) Ir shall not be questioned on the ground that it fails co compl specified by the AOA, with any special requirements Section 105(8) i Inspection of Proxies Lodged Excry member entitled to vote at a mecting or on any resolution to be moved 4 ‘thereat shal be entitled to inspect proxies lodged © during the period beginning 24 hours before the time fixed for Ei commencement of meeting and ending with the conclusion of the meeting, Inspection of at anytime during the business hours ofthe company Prony is allowed | | rovided 3 days’ noice in writing of intention to ingpee i given tthe ae members. Peers os Cet tmnt ey ‘The AOA of company may override the whole Actas to rights of a member to vote in respect of any share on which- Any ealls or other sums presently payable by him have not been paid; > The company has exercised any right of lien. No voting rights are allowed in case, calls on shares are unpaid. No company shal bar the right co vote of a member on any grounds except on the grounds specified in sub-scetion (1) = a Dias a ale vats tights When, on a poll taken at a meeting of a company, an entitlement to more than one vote is there with- a. any petson; or 1b. his proxys oF {any other person entitled to vote for him. Then itis not necessary ro use all votes or cast in the same way by such person. Pera as Caen eae) General Rule- A resolution at any meeting shall be decided on a show of hands Exception: i) poll is demanded u/s 109 i) Voting is casted our electonieally ey cere AA delaration by the chairman of passing ofa resolution or otherwise bby show of hands under sub-section (I); and An entry to that effcet is made in the minutes’ books ofthe company Then these will be the conclusive evidence of the fact that such | Resolution by show resolution has been passed, of hands is recorded in minutes,EZ janagement & Administration of Companies The CG shall preseribe — @ The chs or classes of companies, and G@ The manner In which a member may exercise his voting right to vote by clectronie means. te provisions of this rule shall apply in respect of the general meetings for which notices are issued on of after the date of commencement of this tule, | —— Ei General Reading: Every company which has listed its equity shares on a recognised stock exchange and every company having not ess than one thousand members shall provide to its members facility to exercise thei right to vote on resolutions proposed to be considered at a general meeting by electronic means: Provided that a Nidhi or an entexprise of institutional investor refersed to in Chapter XB or Chapter XC of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means: Explanation.- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such tules as are prescribed by the Central Government for regulation of such class of companies.”,] **(3) A member may exercise his right to vote through voting by electronic means in resolutions referted t0 in sub-rule (2) and the company shall pass such resolutions in accordance with the provisions of this rule. (4) A company which provides the facility to its members to exercise voting by electronic means shall comply with the following procedure, namely:- the notice of the meeting shall be sent to all the members, directors and auditors of the company either @) by registered post or speed post sor (©) through electronie means, namely, registered e-mail ID of the recipient; or (© by courier services {ithe notice shal also be placed on the website, fan, of the company and of the agency forthwith aftr its sent tothe members Gi) the notice ofthe meeting shal clary state - (A) tha the company is providing facility for voting by electronic means and he business may be transacted through such voting, (8) thr the faclity for voting, cither through electronic voting system or ballot or polling papce shall also be made avilable atthe meeting and members attending the meeting who have not alccady cst their vote by remote e-voting shall be able to exercise thee right a the meetings (Chthat the members who have east their vote by remote-voing prior tothe meting may also attend the mecting but shall not be entitled to cas heir vor any (i) the noice shall - (A) indicate the process and mannes for voting by electronic means: (B) indicate the ime schedule including the time period during which the votes may be cast by (© proide the details about the login ID; (B) specify the process and manner for generating or receiving the password and for esting of (©) the company shall cause a public notice by way of an advertisement to be published, immediately on completion of despatch of notices for the meeting under clause () of sub-rule (4) but atleast twenty-one days before the date of general meeting, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the erinManagement & Adi yn of Compat ‘company is Situated, and having a wide circulation ia that disteict, and at least once in English language in an English ‘newspaper having country-wide ciculation, and specifying in the said advertisement, inter alia, the following manners namely (@)statement that the business maybe transacted through voting by electronic means; (b) the date and time of commencement of remote e-voting; (©) the date and time of end of remote e-voting; (A cuvoft dates (6) the manner in which persons who have acquired shares and become members of the company after the dispatch of notice may obtain the login ID and passwords (O the statement that (A) remote e-voting shall nor be allowed beyond the said date and time; (B) the manner in which the company shall provide for voting by membets present at the meeting; and (Ca member may participate in the general meeting even after exercising his tight to vote through remote e-voting but shall not be allowed to vote again in the meeting; and (D) a person whose name is recorded in the register of members ot in the register of beneficial ‘owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility lf remote e-voting as well as voting in the general meeting; (@ website address of the company, if any, and of the agency where notice of the meeting is displayed; and (h) name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voring by electronic means: Provided that the public notice shall be placed on the website of the company, ifany, and of the agency; (pi) the facility for remote e-voting shall remain open for not less than thee days and shall close at 5.00 pam. on the date Preceding the date of the general meeting; (oii) dusing the period when facility for remote e-voting is provided, che members of the company, holding shares either in physical form or in demateralised form, as on the cutoff date, may opt for remote e-voting: Provided that once the vote’on a resolution is cast by the member, he shall not be allowed to change it subsequently or east the vote again: Provided farther that a member may pasticipate in the general mecting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again (vii) at the end of the remote e-voting period, the facility shall forthwith be blocked: Provided that if company opts to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shal be in operation til all the resolutions are considered and voted upon in the meeting and may be used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting. (Gx) the Board of Directors shall appoint one or more serutinises, who may be Chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an Advocate, or any lther person who is nor in employment of the company and isa person of repute who, in the pinion of the Board can sceutinise the voting and remote e-voting process in a fair and transpasent Provided that the senutiniser so appointed may take assistance of a person who is not ia employment of the company and who is well-versed with the electronic voting system; Ivy rsEZ janagement & Administration of Companies [S) the senatiniser shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority; (4) the Chairman shall, at the general meeting, at the end of discussion on the resolutions on which voting is to be held, allow voring, as provided in clauses (a) t0 (h) of sub-rule () of rule 21 as applicable, with the assistance of senutiniser, 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 but have not cast their votes by availing the remote e-voting facility (i) the scrutiniser shall, immediately after the conclusion of voting atthe general meeting, first ccount the votes cast at the meeting, thereafter unblock the vores east through remote e-voting in the presence of a least rwo witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutiniser’s report of the tou votes cast in favor or against, if any, to the Chairman of a person authorised by him in writing who shall ccountersign the same: Provided that the Chairman ora person authorised by him in waiting shall declare the result of the voting forthwith; Explanation. It is hereby clarified that the manner in wich members have cast their vores, 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, (sii) For the purpose of ensuring that members who have east their votes through remote e-voting do not vore again at the general meeting, the serutiniscr shall have access, after the closure of period for remote e-voting and before the start of general meeting, to details relating to members such as their names, folios, number of shares held andl such other information thar the seratiniser may require, who have east votes through remote e-voting but not the manner in which they have east their votes: (iv) the serutiniser shall maintain a register either manually or electronically to record the assent or dlssent received, mentioning the particulars of name, address, folio number or client ID of the ‘members, number of shares held by them, nominal value of such shares and whether the shares have differential voting rights (6x) the register anc all other papers relating to voting by electronic means shall remain in the safe custody of the seruitniser until the Chairman considers, approves and signs the minutes and there after, the scrutinise shall hand over the register and other related papers to the company. (vi) the results declared along with the report of the scrutiniser shall be placed on the website of the company, if any, anc on the website of the agency immeclately after the result is declared by the Chaismaa Provided that in ease oF companies whose equity shares ate listed on a recognised stock exchange, ‘the company shall, simultancously, forward the results to the concemed stock exchange or exchanges where its equity shares are listed and such stock exchange or exchanges shall place the results omits ot theie website. (svi) subject 10 receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the relevant general meeting, Explanation.- For the purposes of this clause, the requisite number of votes shal be the votes required to pass the resolution as the ‘ordinary resolution’ or the 'special resolution! as the case may be, under scetion 114 of the Act. («vill a resolution proposed to be considered through voting by electronic means shall not be wwitharawn."]‘order the poll ori ‘can be demanded by 10% or more of voting power holders ‘of company or their Proxy. Before or on the declaration of the result of the voting on any resolution fon show of hands (poll may be ordered to be taken by the Chairman of the meeting ‘on his own motion; and i & poll shall be ordered to be taken by the Chairman on a demand made in chat behalf by following persons. > in case of a company having share capital : The members present in person of by proxy and having not less than 10% of the total voting power or holding shares on whieh an aggregate sum of not less than 5,00,000 or such higher amount as may be prescribed as been paid up > im any other ease: any member or members present in person cor by proxy and having 10% or more of che total voting power, ion 1092); Withd fpoll ‘A poll demanded may be withdrawn at any time, Following polls demanded shall be taken forthwith: © foradjournment 4 _forappointment of chairman ‘Section 109(4) : Time of taking a pall ‘Question on which poll has been When poll must be taken demanded Adjousiment of meeting Forti ‘lection of chairman Forthwith ‘Other Issue ‘Within 48 hours from demand + as the wieman of the meeting may dizect. ‘Section 1098) : Chairman to appoint scrutinisers (‘The chairman may appoint any number of persons as he thinks necessary, i, To scrutinise the poll process and votes (ii) Such scrutinisers shall repost 10 the chairman in the preseribed Manner in Which the Chairman of Mecting Shall Get the Poll Process Serutinised and Report Thereon.- (1) The Chairman of a 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 Serutnizers are provided with all the documents reesived by the Company pursuant to scetions 105, 112 and section 113. (©) The Scrutinizers shall arrange For Polling papers and distribute them to the members and proxies present at the mectings in ease 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 as appearing in the chronological order in the folio and the Polling, paper shal be in Form No. MGT.12.lanagement & Administration of Comp: ( The Senstinizers shall keep a record of the polling papers received in response to poll, by initiating it. (@) The Scrutinizers shall lock and seal an empty polling bos in the presence of the members and proxies. (® The Serutinizers shall open the Polling bos in the presence of wo persons as witnestes after the voting process is over. (@ In case off ambiguity about the validity of a proxy, the Serutinivers shall decide the validity in consultation with the Chairman, (h) The Senstinizers shall ensure that a member who has appointed a proxy has voted in person, the proxy’s vote shall be disregarded. () The Serutinizers shall count the votes east on poll and prepare 3 report thereon addressed to the Chaieman, () Where voting is conducted by clectronic means under the provisions of section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, o the Serutinizers in orderly conduct of the voting and counting the result thereof, (&) The Serutinizers’ report shall sete tral vores cast, valid vores, vores in favour and aguinst the resolution including the details of invalid polling papers and votes comprised therein. ( The Serutinizers shall submit the Report to the Chairman who shall counter sign the same. (@) The Chairman shall declase the result of Voting on poll. The result ‘may either be announced by him or a person authorized by him in writing. (2) The serutinizers appointed for the poll, shall submit a report to the Chaieman of the meeting in Form No. MGT.13 and the repost shall be signed by the serutinizer and, in ease there is more than one scrutinizer by all the serutinizes, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken, Section 109(6) : Chairman's power to regulate the poll Subject to the provisions of this section, the Chairman of the meeting, shall have power to regulate the manner in which the poll shall be taken. the poll was taken. “The result of the poll shall be deemed to be the de 1097): Result of the poll sion of the meeting on the resolution on which CG may notify the which shall be Section 110(1) . Mandatory Provisions- Such item of business, as CG may presesihe by notii transacted only by means of Postal Ballo. Optional Provisions (Negative List) ~ Any company may (at its option) use postal ballot for transacting any Jsing Postal Ballots item of business other than- rWrernn eeManagement & Adi ‘dealt with postal ballot. (Ordinary basinessjand (b) Any business in respect of which directors have a right to be heard; and (©) Any busines In other words, above it ‘The above items cannot be transacted by postal ballot. ed. % cspect of which auditors have a right to be b ms of business can be transacted only at a me Provided that any item of business required to be transacted by means of postal ballot under clause (2), may be transacted at a general meeting by a company which is requited to provide the facility to members to vote by lecttonie means under section 108, in the mannet provided in that section Procedure to be Followed for Conducting Business Through Postal Ballot: (1) Where a company is requited or decides to pass any resolution by way of | postal ballot, it shall send a notice to all the shatcholders, along with a draft resolution explaining the reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post of through electronic means within a pesiod Of thinyy days from the date of dispatch of the notice, (2) The notice shall be sent either (a) by Registered Post or speed post, (oF () through electeonic means like registered e-mail id of (¢) through courier service for facilitating the communication of the assent or dissent Of the shareholder to the resolution within the said period of thity days. @ @ An advertisement shall be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language ia an English newspaper having a wide circulation in that district, about having, dispatched the ballot papers and specifying therein, infer ali, the following matters, namely:- 4) a statement to the effet that the business isto be transacted by postal ballot which includes voting by electronic means; ) (b) the date of completion of dispatch of notices; ©) (© the date of commencement of voting: «) (@) the dawe of end of voting; ©) (© the statement that any postal ballot received from the member beyond the said date will not be valid and voting whether by post oF by electronic means shall not be allowed beyond the said date; ) () a statement to the effect thar members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof; and. @ @ contact details ofthe person responsible to address the grievances connected with the voting by postal ballot including voting by electronic means. (A) (& The notice of the postal ballot shall also be placed on the website of | the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members. (8 (9 The Board of directors shall appoint one scrutinizer, who is not in employment of the company and who, in the opinion of the Board can conduct the postal ballot voting process ina fair and transparent manner. © © The scrutinizer shall he willing to be appointed and be available for the purpose of ascertaining the requisite majority © © Postal ballot reccived back from the shatcholders shall be kept ia the safe custody of the serutinizer and after the receipt of assent or dissentEZ janagement & Administration of Companies ‘of the sharcholder ia welding on a postal ballot, no person shall deface oF destroy the ballot paper or declare the identity of the shareholder. (8) () The serutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof; (9) (10) The scrutinizer shall maintain a register cither manually ot electronically to record their assent or dissent reeeived, mentioning the particulars of name, address, folio number or client ID of the sharcholder, number of shares held by them, nominal value of such | [+ shares, whether the shares have differential voting rights, if any, details, Of postal ballots which are received in defaced or mutilated form and | — il postal ballot forms which are invalid, (10) (11) The postal ballor and all other papers relating t0 postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer til the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall retum the ballot papers and other rclated papers of register to the company who shall preserve such ballot papers and other related papers or register safely. (11) (12) The assent of dissent received after thisty days feom the date of, issue of notice shall be treated as if reply from the member has not been received. (12) (13) The results shall be declared by placing it, slong. with the scnutinizer’s report, on the website of the company. (13). (15) The provisions of rule 20 regarding voting by electronic means shall apply, as far as applicable, mutatis mutandis to this rule in respect of the voting by electronic means. (16) porsuant to elause (@) of sub-section (1) of section 110, the following items of business shall be ransaeted only by means of voting through a postal ballot (@) alteration of the objects clause of the memorandum and in the case of the ‘company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum; (b) alteration of articles of association in relation to insertion or removal of provisions which, under sub-section (68) of section 2, are required to be included in the articles of a company in onder to consticute it a private companys (6) change in place of registered office outside the local limits of any city, {own or village as specified in sub-section (5) of section 12; (@ change in objects for which a company has raised money fom public through prospectus and stil has any unutlized amount out of the money so raised under sub-section (8) of section 13: (6) issue of shares with differential rights as to voting or dividend or otherwise under sub-clause (i) of cluuse (a) of section 43; (9 variation in the rights attached to a class of shares or debentures or other securities as specified under section 48; (1) buy-back of shares by 2 company under sub-section (1) of section 68; (bh) election of a diteetor under section 151 of the Act; {sale of the whole or substantially the whole of an undertaking of company. 48 specified under sub-clause (a) of sub-section (1) of section 180;Management & Adi 12 of Compas 1) giving loans oF extending guarantee oF providing security In excess oF the limit specified under sub-section (3) of section 186: S[Provided that any aforesaid items of business under this sub-rule, requiced to be teansacted by means of postal ballot, may be transacted at a general ‘meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that Provided further that One Person Companies and other companies having. _membets upto two hundred ate not required to transact any business through postal bao jion 110(2) : Validi ut is Ball When a resolution is passed by means of postal ballot by the ‘requisite majority’ it shall be deemed, to have been duly passed ata GM. STB ETO ee ee cn A. Situation (u/s 10)- When a requisition in writing is made 1. Incase of a company having share capital- Members = 1/100 of paid up equity; ot Shareholders oF Incase of «company having no share Captal-Members > 1/10 of | Voting power total voting power prea, B, Action by Company (v/s tt!)- for circulation, ‘Then a company shall 1. Give notice to members of ang resolution which may be moved oF intended to be moved at meeting: and Circulate co members any statement with tespect to the matters referred a to in proposed resolution or business to be dealt with at that meeting 2 Section H1N(@) : Legal requirement alid requisition A company shall not be bound under this section to give notice or circulate statement 2s under subsection (1) unless following conditions are satisfied — @ the requisition is signed by the requisitionists (i) Such requisition is deposited at the registered office of the company Gi) A sum reasonably sufficient to meet the company's expenses must be deposited by requistionists (iv) Time lime for deposit {)) The requisition shall be valid only if itis deposited at least 6 weeks Requisition | before the meeting. proposing | (ii) However if a meeting is called within 6 weeks after such deposition, a the copy although not deposited within time required by this resolution section, shall be deemed to be properly deposited for the purpose thereof. In case of any other Not less than 2 weeks before meeting. requisitionSection 111): Check on abuse of section TIT ‘The company shall not be bound to circulate any statement as required by clause (b) of sub-section (1), if Ct this section are matter is satisfied that the rights conferred by Jing abused to secure needless publicity for defamatory ‘The CG may also direct that the cost incurred by the company by virtue of this section shall be paid to the company by the req) notwithstanding that they are not parties to the application ionists, CG can restrict the ‘circulation of statement and CG may direct members to refund the cost Penalty for Company and Every officer in default shall be Rs. 25000. Section 112 & 113: Representation of President and Governors / @ ee MoM e Retest Roe en seeeeass Ose bes President or Governor can appoint Corporations ean appoint representative to aet as member or representatives to attend the GM or behalf of them, creditors meeting. RigHls Representative will have every right as member of ‘ereditor as ifthey were original member of ereditor. ion 112: Representation of President and Governors in company, © He may representative, # _Acany GM or class meeting of the company Section 112(1) : President or Governor may appoint representative # If President of India of the Governor of any State is a member of a authorise such person as he may think fit co act as his, Rist (Be deemed as member of the company, Representative | i) Be entitled to exercise the same rights and powers as the Governor or will have all rights President could exercise as a membes, ‘of members / | (i) Be entitled to sight to vore by proxy and postal ballot. creditors.pare on Management & Adn istration of Companies Section 113: Representation of Corporations at meeting Coeur tc) tion 113(1) : Representation at A. A body corporate being member of Co. may appoint a representative , subject to following condo @. The body compote should be a member of the company within the meaning of this act. (Such representation is authorised by the BODs or other governing body of the body corporate. Company can |B. A body corporate being Creditor ( includes Debenture holder) of appoint Co. may appoint a representative subject co following conditions- representative if @ The body corporate is a creditor or debenture holder of the ‘company is company within the meaning, of the act. member or creditor | (i) Such representation is authorised by resolution of its ditectors or of company. other governing body Section 113@) : Representative to have same fights as body : RigHls |. nee @ Be entitled to exercise the same rights and powers a8) che body corporate could exercise as a member or creditor/ Debenture holder as the case may be. G)_Be entitled to right to vote by proxy and postal ballot Representative will have all rights of ‘members / credi Ordinary resolution may be passed by show of hands or on poll or electronically as the case may be. A resolution shall be an ordinaty resolution if the notice required under | Votes in favour this Act has been duly given and itis required to be passed by the vores | shall be more cast in favour of the resolution (ineluding Chairman's casting vote, ifany) | then votes exceed the votes cast against the resolution. against the (ii) The votes cast by members entitled to vote (whether in favour or against | resolution of the resolution) should be counted. present & voting (Gv) The wores should be counted whether these are cast by members voting | members. “in person or by proxy (where allowed) or by postal ballot. Section 114Q) : Definition of Special Resolution @ The votes easted in favour of resolution shall be 3 times or more, than votes casted against the resolution. (@ Theintention to propose the special resolution has been duly specified in the notice. (ii) The notice required under this Act has been duly given. (is) The votes east by members entitled to vote (whether in favour or against | yoeey i favour the resolution) should be counted. pene eee (8) The votes should be counted whether these are cast by members voting in person or by proxy (where allowed) or by postal ballots. (i) Casting vore of chairman is not applicable here and will not count. times of votes against resolution.janagement & Administration of Votes casted in favour of resolution shall be more Votes Casted in favour of resolution shall he atleast All the votes of present & than vores casted against ""3 times of votes casted voting members shall be resolution of present & ‘against resolution of casted in favout of resolution voting members. present & voting members, without any vote against it Section 115: Resolutions requiring Special Notice "> When special notice of any resolution is required by ‘© any provision contained in this Act, oF ‘© in the articles of a company (1) Then notice of the intention to move such resolution shall be given to the company by ‘¢ Members holding not less than 1% of total voting power, or ‘* Holding shares on which such aggregate sum not exceeding 5 lakh rupees, as may be preseribed, has been paid up. Special notice for specific business. |2) The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting, |) The company shall immediately after receipt of the notice, give its ‘members notice of the resolution atleast seven days before the meeting , exclusive of the day of dispatch of notice and day of the meeting , in the sume manner asic gives notice of any genctal meetings. (a) Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is sitaated and such notice shall also he posted on the website, if any, of the Company. 3) The notice shall be published at least seven days before the meeting, exclusive of the day of publication of the notice and day of the meeting Resolution at AGM appointing as auditor a person other than retiring auditor. [Section 140(4)) Resolution at AGM providing expressly that retiing auditor shall not be reappointed. [Section 140(4)@) (i) Resolution for removal of a director. Section 1692)) Gv) Resolution to appoint somebody in place of a director removed at the meeting at which he is removed,‘A resolution shall be treated as passed on the date on which it was actually passed and not on any eather date, which is passed at an adjourned meeting of- A General Meeting; or © Any elass meeting: oF * Any BOD meeting, Section 117: Report on Annual General Meeting Section 117()) ; Filing of Resolutions with the ROC ‘© Following shall be filed with the RC © A copy of every resolution, or Gi) Agreement, AND (ii) Explanatory statement if any ‘© Such filing shall be made within 30 days of Passing of such resolution, ‘The copy of every ‘Making of such agreement resolution & Such filing shall be done in such manner and with such fees as may agreement shall be be prescribed, filed with ROC within | 4 he Form prescribed is MGT-14 30 days. However if a resolution has the effeet of altering the AOA and every agreement whieh is required to be fled u/s 1173) shall be- (Embodied in the AOA; oF Gi)_Annexed to the AOA. Se F . noc IF filed after 30 days but within 300 days, additional filing fee as prescribed shall be payable as per see 403, Penalty for filing beyond 300 days -For the Company penalty of one lakh rupees and in case Of continuing failure, with further penalty of five hundeed rupees for each cay after the first during which such failure continues, subject to a maximum of twenty-five lakh rupees. For every officer in default (including liquidator if any)- penalty of fifty thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first, during which such failure continues, subject to a maximum of five lakh rupees. Following shall be requited to be filed u/s 117)- (1) special resolutions; (@) Resolutions agreed to by all the members; G) BOD resolution relating to appointment, reappointment or change in terms of appointment oF aMD. (4) Resolutions passed at class meetings; () resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 Of the Insolveney and Bankruptcy Code, 2016" (G)_ecsolutions passed in pursuance of sub-section (3) of section 179; Provided that no person shall be entitled under section 399 to inspect of obtain copies of such resolutions Provided further that nothing contained in this clause shall apply toa banking company in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (0) of sub-section (3) of section 179 in the ondinary course of its business and ‘Dany other resolution o agreement as may be prescribed and placed in the public domain‘Management & Administration of Companies en Sn ee kee een kata tel of board directors and other meeting and resolutions pa Peete ‘ion 1I8(I) : Minutes of which meeting to b ‘© Every company shall eause minutes of the proceedings of: every general mecting of any class of shareholders or creditors, and (i) every resolution passed by postal ballot and (ii) every meeting ofits Board of Directors or of every committee of the Board, Minutes of GM, BM ‘© Such minutes shall be kept in books & kept for thar purpose within |” GM shall he 30 days of the conclusion of every meeting ot passing of resolution by postal ballot maintained by ‘company. ‘Section 118(2) : Contents of minutes “The minutes ofeach mecdagaallcontiaa ean comect summary of Y the proceedings thereat, Correct summery “The minutes shall contin all appoiniments of offices made at the | ght meetings, = i = In case of BOD meetings or of a committee meeting, minutes shall also a i) Names of directors dissenting from, or not coneurring with any resolution passed. chairman thinks not co include followings ia the minutes, it shall nat be ineluded in the minutes- © any matter which is defamatory of any person, (@) any matter which is irrelevant or immaterial to the proceedings, (ii) any mattet which is detrimental to the interests of the company. ‘The chairman. shall have discretionary power as to inclusion of non- inelusion of any matter in the minutes on the grounds specified in subsection (5) "The minutes kept in accordance with the provisions of this section shall bbe evidence of the proceedings recorded therein, Ws A validly kept minutes has the following effeets- (the meeting shall be deemed to have been duly called and held. (i) all proceedings thereat to have duly taken place. (Gi) the resolutions passed by postal ballot have been duly passed. (iv) all appointments of directors, key managerial personnel, auditors or company secretary in shall be deemed to be vali ion 118) f fings not 1o be advertised at company's expen: © Any document which serves the purpose of a repost of proceedings of a GM shall not be circulated or advertised atthe expense of the company @ However if it includes a matter required by this section to be contained in the minutes, such circulation or advertisement may be made at company’s expenses. Section 118(10) : Every company to observe Secretarial Standards With respect toa (@_GMorManagement & Administration of Compat Ea @ BOD mecting Every company shall observe the Secretarial Standards of ICSI and approved by CG. ‘Section TI8(N) : Penalty for non-compliance Penalty for Company-Rs.25,000 & For every officer in defaule-Rs.5,000 eat Beer defael Punishment for tampering with the minutes: Jail up to 2 years AND Rs.25,000 < Fine < Rs.1,00,000 Ti case of Section 8 company ~ the section shall not apply as a whole except that minutes may be recorded within thirty days of the conclusion of every meetingiin case of companies where the articles of association provide for confirmation of minutes by circulation See a Reker mycin Serene TOs ‘+ The minutes books and copies ofthe resolutions passed by’ postal ballot, shall be- (@)keprat the registered office ofthe co. {i open for inspection during the business hours foF any member without any fee ‘© However a company'may impose such reasonable restrictions as it specifies in AOA or declares in a; GM, Section 1192); Right ofa member to obtain copy of minutes (@) Ika member as given ares a DAWS || © tiaspaid the fees as may be specified inthe acts of asocation ofthe company, but not exceeding a sum of ten rupees for each page or part oF Furnish minutes Provided that a member who has made a request for provision of soft oon demand in 7 copy in respect of minutes of any previous general meetings held daring days. 2 petlod immediately preceding three financial years shall be ented to be furnished, with the same free of cost. (©) The company shall have to furnish a copy of any minutes referred u/s 11941); (@) Within 7 working days Section 119@) : Punishment for failure to provide inspection Penalty shall Be there if any inspection under subsection (1) is- (@)_ Refused; or (i) Not furnished within specified ime For Company-Rs.25,0For every officer in default-Rs.5,000 for each refusal or default Lefer indeh Sach sel deft # _Inease of refusal or default, the tribunal may ~ (onder an immediate inspection of minutes: or (i direct to send the required copy of minutes forthwith The onder of the tribunal shall be without prejudice to any action under subsection (3) ‘Tribunal may order inspection of minutes— ‘The minutes of the meeting and the resolution shall be kept at the registered office of the company. a ips ‘Min 2 hours inspection Company shall furnish the shall be allowed on. copy of the minutes within working days at RO of the 7 days of demand made for ‘company. spection. do ‘© Withour prejudice to any other provisions of this Act, any document, record, register, minut © required to be kept bya company or allowed to be inspected or copies to be given to any person. by a company under this Act ‘© may be kept or inspected or copies given, as the ease may be, in electeonie form in such form and manner as may be preseribed. Be nme eet eat rs (en tre Section 121()) : Report to be prepared by the listed public company. Every listed public company on cach AGM shall, in the prescribed manner, eepare ~ @) a report on each AGM; and i) the confirmation to the effect that the meeting was convened, held and conducted properly Report of AGMManagement & Administration of Compat Ea “The copy of the eport prepared in pursuance oF sub-section (1) of section 121 and sub-rule (1) shall be filed with the Registrar in Form No. MGT. 15 within 30 days of the conclusion of the annual general meeting along with the fees | Fite report and additional Fes if an within 30 days Adltional fling fes is payable when eepost is filed after 30 days but within | with normal fees 300 days & afer 30 days excess fees. z A default in filing If company fails to file the report under sub-section (2) within prescribed time- Penalty for company Tiable to a penalty of one lakh rupees and in case of continuing failure with further penalty of five hhundzed rupees for each day after the fist during which such failuge continues, subject t0 a maximum of five lakh rupees Penalty for every officer in default ‘penalty which shall not be less than twenty-five thousand rupees and ia ease of continuing failure, with further penalty of five hundred rupees for each day after the fist during which such faire continues, subject to a maximum of one lakh rupees. PeSne Pe nn mek ea RCO Te) Section 122(1) : Non-Applicability of Sec, 98 and Sec, 100-111 to OPC Following sections shall not apply to OPC- Sec.98 : Power of Tribunal to call meeting of members Sec.100-111 : Provisions relating to Meetings ‘The ordinary businesses which are requited to be transacted by a non-OPC «/s 102(2)(a) at its AGM. shall be transaeted by an OPGiin the mannet set out in section 1223). Any business which is required to be transacted at an AGM or other GM of a company by means of an ordinary or special resolution (whether ordinary business or special business) shall be transacted by the OPC as under: (The member (ic. sole member) shall communicate the resolution to the company. (i) The resolution shall be entered in the minute book. (i) The minute book shall be signed and dated by the (sole) member of the OPC Civ) Such date shall be deemed to.be the date of the meeting (AGM) for all purposes of the Act. Nonwithstanding anything in this Act, where there is only one director on the Board of Directors of One Person Company, any business which is required to be transacted at the meeting of the Board lof Directors of a company, it shall be sufficient if (@) The resolution is entered in the minutes- book; and () The minutes-book is signed and dated by such director. ‘The date of signing the minutes-book shall be deemed to be the date of meeting forall he purposes under this Actwement & Administration o! [oer eee neo Register of Members, etc. Declaration in Respect of Beneficial Interest in any Share Register of significant beneficial owners in a company Power to Close Register of Members or Debenture-Holders or Other Security Holders Annual Return Place of keeping and Inspection of Registers, Return: Registers, etc., to be Evidence Annual General Meeting Power of Tribunal to Call Annual General Meeting Power of Tribunal to Call Meetings of Members, ete Punishment for Default in Complying with Provisions of Section 96 10 98 Calling of Extraordinary General Meeting, Notice of Meeting Statement to be Annexed to Notice juorum for Meeting Chairman of Meeti Proxies Restriction on Voting Rights Voting by Show of Hands Voting through Electronic Means Demand for Poll Postal Ballot. Circulation of Members’ Resolution Representation of President and Governors in Meetings Representation of Corporations at Meeting of Companies and of Creditors Ordinary and Special Resolutions Resolutions Requiring Special Notice Resolutions Passed at Adjourned Meeting Resolutions and Agreements to be Filed Minutes of Proceedings of General Mecting, Mecting of Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot Tspection of Minute-Books of General Meeting Maintenance and Inspection of Documents in Electronic Form Report on Annual General Meeting Applicability of this Chapter to One Person Companypare on ae Management & Administration of Companies hd Register of members Register of Debenture Holders or any other security holders Foreign register of members, debenture holders, security holders or beneficial owners in foreign. Declaration respect of beneficial interest in shares ‘Annual returns Extract of annual return Return of changes in shareholding of promoters and top 10 shareholders Proxies form Manner in which chairman shall process, scrutinize and report the poll voting. Preservation of register of members & annual returnso Wi iiDeDF™ This document was created with the Win2PDF “print to PDF" printer available at http:/www.win2pdf.com This version of Win2PDF 10 is for evaluation and non-commercial use only. This page will not be added after purchasing Win2PDF. JIwww.win2pdf.com/purchase!