WHAT'S NEW Sebi relaxes restrictions on more than 200 entities      Barring five all petroleum items under GST regime      Miles to go before GST becomes a reality      Due Dates for the month of August 2016      Important Amendments effective from 01.06.2016     
ADVANCE SEARCH
NAVIGATION
Home
About Us
Services
Our Team
Ask a Query
Become An Associate
CPE Status
Client Login
Employee Login
 
 

CHAPTER VII

MANAGEMENT AND ADMINISTRATION
 
 
 
 
88. Register of
members, etc.
(1) Every company shall keep and maintain the following registers in such form
and in such manner as may be prescribed, namely:—
(a) register of members indicating separately for each class of equity and
preference shares held by each member residing in or outside India;
(b) register of debenture-holders; and
(c) register of any other security holders.
(2) Every register maintained under sub-section (1) shall include an index of the names
included therein.
(3) The register and index of beneficial owners maintained by a depository under
section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register
and index for the purposes of this Act.
(4) A company may, if so authorised by its articles, keep in any country outside India,
in such manner as may be prescribed, a part of the register referred to in sub-section (1),
called “foreign register” containing the names and particulars of the members, debentureholders,
other security holders or beneficial owners residing outside India.
(5) If a company does not maintain a register of members or debenture-holders or other
security holders or fails to maintain them in accordance with the provisions of sub-section
(1) or sub-section (2), the company and every officer of the company who is in default shall
be punishable with fine which shall not be less than fifty thousand rupees but which may
extend to three 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.
 
 
 
89.Declaration in
respect of
beneficial
interest in
any share.
 (1) Where the name of a person is entered in the register of members of a company
as the holder of shares in that company but who does not hold the beneficial interest in such
shares, such person shall make a declaration within such time and in such form as may be
prescribed to the company specifying the name and other particulars of the person who
holds the beneficial interest in such shares.
(2) Every person who holds or acquires a beneficial interest in share of a company
shall make a declaration to the company specifying the nature of his interest, particulars of
the person in whose name the shares stand registered in the books of the company and such
other particulars as may be prescribed.
(3) Where any change occurs in the beneficial interest in such shares, the person
referred to in sub-section (1) and the beneficial owner specified in
sub-section (2) shall, within a period of thirty days from the date of such change, make a
declaration to the company in such form and containing such particulars as may be
prescribed.
(4) The Central Government may make rules to provide for the manner of holding and
disclosing beneficial interest and beneficial ownership under this section.
(5) If any person fails, to make a declaration as required under sub-section (1) or
sub-section (2) or sub-section (3), without any reasonable cause, he shall be punishable
with fine which may extend to fifty thousand 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.
(6) Where any declaration under this section is made to a company, the company shall
make a note of such declaration in the register concerned and shall file, within thirty days
from the date of receipt of declaration by it, a return in the prescribed form with the Registrar
in respect of such declaration with such fees or additional fees as may be prescribed, within
the time specified under section 403.
(7) If a company, required to file a return under sub-section (6), fails to do so before the
expiry of the time specified under the first proviso to sub-section (1) of section 403, the
company and every officer of the company who is in default shall be punishable with fine
which shall not be less than five hundred rupees but which may extend to one thousand
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.
(8) No right in relation to any share in respect of which a declaration is required to be
made under this section but not made by the beneficial owner, shall be enforceable by him or
by any person claiming through him.
(9) Nothing in this section shall be deemed to prejudice the obligation of a company to
pay dividend to its members under this Act and the said obligation shall, on such payment,
stand discharged.
 
 
 
90.Investigation
of beneficial
ownership of
shares in
certain cases.
 Where it appears to the Central Government that there are reasons so to do, it
may appoint one or more competent persons to investigate and report as to beneficial
ownership with regard to any share or class of shares and the provisions of section 216 shall,
as far as may be, apply to such investigation as if it were an investigation ordered under that
section.
 
 
 
91.Power to
close register
of members
or debentureholders
or
other
security
holders.
 (1) A company may close the register of members or the register of debentureholders
or the register of other security holders for any period or periods not exceeding in the
aggregate forty-five days in each year, but not exceeding thirty days at any one time, subject
to giving of previous notice of at least seven days or such lesser period as may be specified
by Securities and Exchange Board for listed companies or the companies which intend to get
their securities listed, in such manner as may be prescribed.
(2) If the register of members or of debenture-holders or of other security holders is
closed without giving the notice as provided in sub-section (1), or after giving shorter notice
than that so provided, or for a continuous or an aggregate period in excess of the limits
specified in that sub-section, the company and every officer of the company who is in
default shall be liable to a penalty of five thousand rupees for every day subject to a maximum
of one lakh rupees during which the register is kept closed.
 
 
 
92.Annual
return.
 (1) Every company shall prepare a return (hereinafter referred to as the annual
return) in the prescribed form containing the particulars as they stood on the close of the
financial year regarding—
(a) its registered office, principal business activities, particulars of its holding,
subsidiary and associate companies;
(b) its shares, debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders along with changes therein since the
close of the previous financial year;
(e) its promoters, directors, key managerial personnel along with changes therein
since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees
along with attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and
details of compounding of offences and appeals made against such penalty or
punishment;
(i) matters relating to certification of compliances, disclosures as may be
prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the
Foreign Institutional Investors indicating their names, addresses, countries of
incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed,
and signed by a director and the company secretary, or where there is no company secretary,
by a company secretary in practice:
Provided that in relation to One Person Company and small company, the annual
return shall be signed by the company secretary, or where there is no company secretary, by
the director of the company.
(2) The annual return, filed by a listed company or, by a company having such paid-up
capital and turnover as may be prescribed, shall be certified by a company secretary in
practice in the prescribed form, stating that the annual return discloses the facts correctly
and adequately and that the company has complied with all the provisions of this Act.
(3) An extract of the annual return in such form as may be prescribed shall form part of
the Board’s report.
(4) Every company shall file with the Registrar a copy of the annual return, within sixty
days from the date on which the annual general meeting is held or where no annual general
meeting is held in any year within sixty days from the date on which the annual general
meeting should have been held together with the statement specifying the reasons for not
holding the annual general meeting, with such fees or additional fees as may be prescribed,
within the time as specified, under section 403.
(5) If a company fails to file its annual return under sub-section (4), before the expiry of
the period specified under section 403 with additional fee, the company shall be punishable
with fine which shall not be less than fifty thousand rupees but which may extend to
five lakhs rupees and every officer of the company who is in default shall be punishable with
imprisonment for a term which may extend to six months or with fine which shall not be less
than fifty thousand rupees but which may extend to five lakh rupees, or with both.
(6) If a company secretary in practice certifies the annual return otherwise than in
conformity with the requirements of this section or the rules made thereunder, he shall be
punishable with fine which shall not be less than fifty thousand rupees but which may
extend to five lakh rupees.
 
 
 
93.Return to be
filed with
Registrar in
case promoters’
stake
changes.
 Every listed company shall file a return in the prescribed form with the Registrar
with respect to change in the number of shares held by promoters and top ten shareholders
of such company, within fifteen days of such change.
 
 
 
94.Registers,
etc., to be
evidence.
 (1) The registers required to be kept and maintained by a company under section
88 and copies of the annual return filed under section 92 shall be kept at the registered office
of the company:
Provided that such registers or copies of return may also be kept at any other place in
India in which more than one-tenth of the total number of members entered in the register of
members reside, if approved by a special resolution passed at a general meeting of the
company and the Registrar has been given a copy of the proposed special resolution in
advance:
Provided further that the period for which the registers, returns and records are required
to be kept shall be such as may be prescribed.
(2) The registers and their indices, except when they are closed under the provisions
of this Act, and the copies of all the returns shall be open for inspection by any member,
debenture-holder, other security holder or beneficial owner, during business hours without
payment of any fees and by any other person on payment of such fees as may be prescribed.
(3) Any such member, debenture-holder, other security holder or beneficial owner or
any other person may—
(a) take extracts from any register, or index or return without payment of any fee; or
(b) require a copy of any such register or entries therein or return on payment of
such fees as may be prescribed.
(4) If any inspection or the making of any extract or copy required under this section is
refused, the company and every officer of the company who is in default shall be liable, for
each such default, to a penalty of one thousand rupees for every day subject to a maximum
of one lakh rupees during which the refusal or default continues.
(5) The Central Government may also, by order, direct an immediate inspection of the
document, or direct that the extract required shall forthwith be allowed to be taken by the
person requiring it.
 
 
 
95.Annual
general
meeting.
 The registers, their indices and copies of annual returns maintained under sections
88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted
therein by or under this Act.
 
 
 
96.Place of
keeping and
inspection of
registers,
returns, etc.
 (1) Every company other than a One Person Company shall in each year hold in
addition to any other meetings, a general meeting as its annual general meeting and shall
specify the meeting as such in the notices calling it, and not more than fifteen months shall
elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period
of nine months from the date of closing of the first financial year of the company and in any
other case, within a period of six months, from the date of closing of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid,
it shall not be necessary for the company to hold any annual general meeting in the year of
its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within
which any annual general meeting, other than the first annual general meeting, shall be held,
by a period not exceeding three months.
(2) Every annual general meeting shall be called during business hours, that is, between
9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the
registered office of the company or at some other place within the city, town or village in
which the registered office of the company is situate:
Provided that the Central Government may exempt any company from the provisions
of this sub-section subject to such conditions as it may impose.
Explanation.—For the purposes of this sub-section, “National Holiday” means and
includes a day declared as National Holiday by the Central Government.
 
 
 
97.Power of
Tribunal to
call annual
general
meeting.
 (1) If any default is made in holding the annual general meeting of a company under
section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles
of the company, on the application of any member of the company, call, or direct the calling
of, an annual general meeting of the company and give such ancillary or consequential
directions as the Tribunal thinks expedient:
Provided that such directions may include a direction that one member of the company
present in person or by proxy shall be deemed to constitute a meeting.
(2) A general meeting held in pursuance of sub-section (1) shall, subject to any
directions of the Tribunal, be deemed to be an annual general meeting of the company under
this Act.
 
 
 
98. Power of
Tribunal to
call meetings
of members,
etc.
(1) If for any reason it is impracticable to call a meeting of a company, other than an
annual general meeting, in any manner in which meetings of the company may be called, or
to hold or conduct the meeting of the company in the manner prescribed by this Act or the
articles of the company, the Tribunal may, either suo motu or on the application of any
director or member of the company who would be entitled to vote at the meeting,—
(a) order a meeting of the company to be called, held and conducted in such
manner as the Tribunal thinks fit; and
(b) give such ancillary or consequential directions as the Tribunal thinks
expedient, including directions modifying or supplementing in relation to the calling,
holding and conducting of the meeting, the operation of the provisions of this Act or
articles of the company:
Provided that such directions may include a direction that one member of the company
present in person or by proxy shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any order made under
sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called,
held and conducted.
 
 
 
99.Punishment
for default in
complying
with provisions
of
sections 96
to 98.
 If any default is made in holding a meeting of the company in accordance with
section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the
company and every officer of the company who is in default shall be punishable with fine
which may extend to one lakh rupees and in the case of a continuing default, with a further
fine which may extend to five thousand rupees for every day during which such default
continues.
 
 
 
100.Calling of
extraordinary
general
meeting.
 (1) The Board may, whenever it deems fit, call an extraordinary general meeting of
the company.
(2) The Board shall, at the requisition made by,—
(a) in the case of a company having a share capital, such number of members
who hold, on the date of the receipt of the requisition, not less than one-tenth of such
of the paid-up share capital of the company as on that date carries the right of voting;
(b) in the case of a company not having a share capital, such number of members
who have, on the date of receipt of the requisition, not less than one-tenth of the total
voting power of all the members having on the said date a right to vote,
call an extraordinary general meeting of the company within the period specified in subsection
(4).
(3) The requisition made under sub-section (2) shall set out the matters for the
consideration of which the meeting is to be called and shall be signed by the requisitionists
and sent to the registered office of the company.
(4) If the Board does not, within twenty-one days from the date of receipt of a valid
requisition in regard to any matter, proceed to call a meeting for the consideration of that
matter on a day not later than forty-five days from the date of receipt of such requisition, the
meeting may be called and held by the requisitonists themselves within a period of three
months from the date of the requisition.
(5) A meeting under sub-section (4) by the requisitionists shall be called and held in
the same manner in which the meeting is called and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under
sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so
paid shall be deducted from any fee or other remuneration under section 197 payable to such
of the directors who were in default in calling the meeting.
 
 
 
101.Notice of
meeting.
 (1) A general meeting of a company may be called by giving not less than clear
twenty-one days’ notice either in writing or through electronic mode in such manner as may
be prescribed:
Provided that a general meeting may be called after giving a shorter notice if consent
is given in writing or by electronic mode by not less than ninety-five per cent. of the members
entitled to vote at such meeting.
(2) Every notice of a meeting shall specify the place, date, day and the hour of the
meeting and shall contain a statement of the business to be transacted at such meeting.
(3) The notice of every meeting of the company shall be given to—
(a) every member of the company, legal representative of any deceased member
or the assignee of an insolvent member;
(b) the auditor or auditors of the company; and
(c) every director of the company.
(4) Any accidental omission to give notice to, or the non-receipt of such notice by, any
member or other person who is entitled to such notice for any meeting shall not invalidate the
proceedings of the meeting.
 
 
 
102.Statement to
be annexed to
notice.
 (1) A statement setting out the following material facts concerning each item of
special business to be transacted at a general meeting, shall be annexed to the notice calling
such meeting, namely:—
(a) the nature of concern or interest, financial or otherwise, if any, in respect of
each items of—
(i) every director and the manager, if any;
(ii) every other key managerial personnel; and
(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any other information and facts that may enable members to understand the
meaning, scope and implications of the items of business and to take decision thereon.
(2) For the purposes of sub-section (1),—
(a) in the case of an annual general meeting, all business to be transacted thereat
shall be deemed special, other than—
(i) the consideration of financial statements and the reports of the Board
of Directors and auditors;
(ii) the declaration of any dividend;
(iii) the appointment of directors in place of those retiring;
(iv) the appointment of, and the fixing of the remuneration of, the auditors;
and
(b) in the case of any other meeting, all business shall be deemed to be special:
Provided that where any item of special business to be transacted at a meeting of the
company relates to or affects any other company, the extent of shareholding interest in that
other company of every promoter, director, manager, if any, and of every other key managerial
personnel of the first mentioned company shall, if the extent of such shareholding is not less
than two per cent. of the paid-up share capital of that company, also be set out in the statement.
(3) Where any item of business refers to any document, which is to be considered at
the meeting, the time and place where such document can be inspected shall be specified in
the statement under sub-section (1).
(4) Where as a result of the non-disclosure or insufficient disclosure in any statement
referred to in sub-section (1), being made by a promoter, director, manager, if any, or other key
managerial personnel, any benefit which accrues to such promoter, director, manager or
other key managerial personnel or their relatives, either directly or indirectly, the promoter,
director, manager or other key managerial personnel, as the case may be, shall hold such
benefit in trust for the company, and shall, without prejudice to any other action being taken
against him under this Act or under any other law for the time being in force, be liable to
compensate the company to the extent of the benefit received by him.
(5) If any default is made in complying with the provisions of this section, every
promoter, director, manager or other key managerial personnel who is in default shall be
punishable with fine which may extend to fifty thousand rupees or five times the amount of
benefit accruing to the promoter, director, manager or other key managerial personnel or any
of his relatives, whichever is more.
 
 
 
103.Quorum for
meetings.
 (1) Unless the articles of the company provide for a larger number,—
(a) in case of a public company,—
(i) five members personally present if the number of members as on the
date of meeting is not more than one thousand;
(ii) fifteen members personally present if the number of members as on the
date of meeting is more than one thousand but up to five thousand;
(iii) thirty members personally present if the number of members as on the
date of the meeting exceeds five thousand;
(b) in the case of a private company, two members personally present, shall be
the quorum for a meeting of the company.
(2) If the quorum is not present within half-an-hour from the time appointed for holding
a meeting of the company—
(a) 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 as the Board
may determine; or
(b) the meeting, if called by requisitionists under section 100, shall stand cancelled:
Provided that in case of an adjourned meeting or of a change of day, time or place of
meeting under clause (a), the company shall give not less than three days notice to the
members either individually or by publishing an advertisement in the newspapers (one in
English and one in vernacular language) which is in circulation at the place where the
registered office of the company is situated.
(3) If at the adjourned meeting also, a quorum is not present within half-an-hour from
the time appointed for holding meeting, the members present shall be the quorum.
 
 
 
104.Chairman of
meetings.
 (1) Unless the articles of the company otherwise provide, the members personally
present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands.
(2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in
accordance with the provisions of this Act and the Chairman elected on a show of hands
under sub-section (1) shall continue to be the Chairman of the meeting until some other
person is elected as Chairman as a result of the poll, and such other person shall be the
Chairman for the rest of the meeting.
 
 
 
105.Proxies.
(1) Any member of a company entitled to attend and vote at a meeting of the
company shall be entitled to appoint another person as a proxy to attend and vote at the
meeting on his behalf:
Provided that a proxy shall not have the right to speak at such meeting and shall not be
entitled to vote except on a poll:
Provided further that, unless the articles of a company otherwise provide, this subsection
shall not apply in the case of a company not having a share capital:
Provided also that the Central Government may prescribe a class or classes of companies
whose members shall not be entitled to appoint another person as a proxy:
Provided also that a person appointed as proxy shall act on behalf of such member or
number of members not exceeding fifty and such number of shares as may be prescribed.
(2) In every notice calling a meeting of a company which has a share capital, or the
articles of which provide for voting by proxy at the meeting, there shall appear with reasonable
prominence a statement that a member entitled to attend and vote 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.
(3) If default is made in complying with sub-section (2), every officer of the company
who is in default shall be punishable with fine which may extend to five thousand rupees.
(4) Any provision contained in the articles of a company which specifies or requires a
longer period than forty-eight hours before a meeting of the company, for depositing with
the company or any other person any instrument appointing a proxy or any other document
necessary to show the validity or otherwise relating to the appointment of a proxy in order
that the appointment may be effective at such meeting, shall have effect as if a period of
forty-eight hours had been specified in or required by such provision for such deposit.
(5) If for the purpose of any meeting of a company, invitations to appoint as proxy a
person or one of a number of persons specified in the invitations are issued at the company’s
expense to any member entitled to have a notice of the meeting sent to him and to vote
thereat by proxy, every officer of the company who knowingly issues the invitations as
aforesaid or wilfully authorises or permits their issue shall be punishable with fine which may
extend to one lakh rupees:
Provided that an officer shall not be punishable under this sub-section by reason only
of the issue to a member at his request in writing of a form of appointment naming the proxy,
or of a list of persons willing to act as proxies, if the form or list is available on request in
writing to every member entitled to vote at the meeting by proxy.
(6) The instrument appointing a proxy shall—
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing or, if the
appointer is a body corporate, be under its seal or be signed by an officer or an
attorney duly authorised by it.
(7) An instrument appointing a proxy, if in the form as may be prescribed, shall not be
questioned on the ground that it fails to comply with any special requirements specified for
such instrument by the articles of a company.
(8) Every member entitled to vote at a meeting of the company, or on any resolution to
be moved thereat, shall be entitled during the period beginning twenty-four hours before the
time fixed for the commencement of the meeting and ending with the conclusion of the
meeting, to inspect the proxies lodged, at any time during the business hours of the company,
provided not less than three days’ notice in writing of the intention so to inspect is given to
the company.
 
 
 
106.Restriction on
voting rights.
 (1) Notwithstanding anything contained in this Act, the articles of a company
may provide that no member shall exercise any voting right in respect of any shares registered
in his name on which any calls or other sums presently payable by him have not been paid,
or in regard to which the company has exercised any right of lien.
(2) A company shall not, except on the grounds specified in sub-section (1), prohibit
any member from exercising his voting right on any other ground.
(3) On a poll taken at a meeting of a company, a member entitled to more than one vote,
or his proxy, where allowed, or other person entitled to vote for him, as the case may be, need
not, if he votes, use all his votes or cast in the same way all the votes he uses.
 
 
 
107.Voting by
show of hands.
 (1) At any general meeting, a resolution put to the vote of the meeting shall,
unless a poll is demanded under section 109 or the voting is carried out electronically, be
decided on a show of hands.
(2) A declaration by the Chairman of the meeting of the passing of a resolution or
otherwise by show of hands under sub-section (1) and an entry to that effect in the books
containing the minutes of the meeting of the company shall be conclusive evidence of the
fact of passing of such resolution or otherwise.
 
 
 
108.Voting
through
electronic
means.
 The Central Government may prescribe the class or classes of companies and
manner in which a member may exercise his right to vote by the electronic means.
 
 
 
109.Demand for
poll.
 (1) Before or on the declaration of the result of the voting on any resolution on
show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own
motion, and shall be ordered to be taken by him on a demand made in that behalf,—
(a) in the case a company having a share capital, by the members present in
person or by proxy, where allowed, and having not less than one-tenth of the total
voting power or holding shares on which an aggregate sum of not less than five lakh
rupees or such higher amount as may be prescribed has been paid-up; and
(b) in the case of any other company, by any member or members present in
person or by proxy, where allowed, and having not less than one-tenth of the total
voting power.
(2) The demand for a poll may be withdrawn at any time by the persons who made the
demand.
(3) A poll demanded for adjournment of the meeting or appointment of Chairman of the
meeting shall be taken forthwith.
(4) A poll demanded on any question other than adjournment of the meeting or
appointment of Chairman shall be taken at such time, not being later than forty-eight hours
from the time when the demand was made, as the Chairman of the meeting may direct.
(5) Where a poll is to be taken, the Chairman of the meeting shall appoint such number
of persons, as he deems necessary, to scrutinise the poll process and votes given on the poll
and to report thereon to him in the manner as may be prescribed.
(6) 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.
(7) The result of the poll shall be deemed to be the decision of the meeting on the
resolution on which the poll was taken.
 
 
 
110.Postal ballot.
 (1) Notwithstanding anything contained in this Act, a company—
(a) shall, in respect of such items of business as the Central Government may, by
notification, declare to be transacted only by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary business and any
business in respect of which directors or auditors have a right to be heard at any
meeting, transact by means of postal ballot,
in such manner as may be prescribed, instead of transacting such business at a general
meeting.
(2) If a resolution is assented to by the requisite majority of the shareholders by means
of postal ballot, it shall be deemed to have been duly passed at a general meeting convened
in that behalf.
 
 
 
111.Circulation of
members’
resolution.
 (1) A company shall, on requisition in writing of such number of members, as
required in section 100,—
(a) give notice to members of any resolution which may properly be moved and
is intended to be moved at a meeting; and
(b) circulate to members any statement with respect to the matters referred to in
proposed resolution or business to be dealt with at that meeting.
(2) A company shall not be bound under this section to give notice of any resolution
or to circulate any statement unless—
(a) a copy of the requisition signed by the requisitionists (or two or more copies
which, between them, contain the signatures of all the requisitionists) is deposited at
the registered office of the company,—
(i) in the case of a requisition requiring notice of a resolution, not less than
six weeks before the meeting;
(ii) in the case of any other requisition, not less than two weeks before the
meeting; and
(b) there is deposited or tendered with the requisition, a sum reasonably sufficient
to meet the company’s expenses in giving effect thereto:
Provided that if, after a copy of a requisition requiring notice of a resolution has been
deposited at the registered office of the company, an annual general meeting is called on a
date within six weeks after the copy has been deposited, the copy, although not deposited
within the time required by this sub-section, shall be deemed to have been properly deposited
for the purposes thereof.
(3) The company shall not be bound to circulate any statement as required by clause
(b) of sub-section (1), if on the application either of the company or of any other person who
claims to be aggrieved, the Central Government, by order, declares that the rights conferred
by this section are being abused to secure needless publicity for defamatory matter.
(4) An order made under sub-section (3) may also direct that the cost incurred by the
company by virtue of this section shall be paid to the company by the requisitionists,
notwithstanding that they are not parties to the application.
(5) If any default is made in complying with the provisions of this section, the company
and every officer of the company who is in default shall be liable to a penalty of twenty-five
thousand rupees.
 
 
 
112.Representation
of
President and
Governors in
meetings.
 (1) The President of India or the Governor of a State, if he is a member of a
company, may appoint such person as he thinks fit to act as his representative at any
meeting of the company or at any meeting of any class of members of the company.
(2) A person appointed to act under sub-section (1) shall, for the purposes of this Act,
be deemed to be a member of such a company and shall be entitled to exercise the same rights
and powers, including the right to vote by proxy and postal ballot, as the President or, as the
case may be, the Governor could exercise as a member of the company.
 
 
 
113.Representation
of
corporations
at meeting of
companies and
of creditors.
 (1) A body corporate, whether a company within the meaning of this Act or not,
may, —
(a) if it is a member of a company within the meaning of this Act, by resolution of
its Board of Directors or other governing body, authorise such person as it thinks fit to
act as its representative at any meeting of the company, or at any meeting of any class
of members of the company;
(b) if it is a creditor, including a holder of debentures, of a company within the
meaning of this Act, by resolution of its directors or other governing body, authorise
such person as it thinks fit to act as its representative at any meeting of any creditors of
the company held in pursuance of this Act or of any rules made thereunder, or in pursuance
of the provisions contained in any debenture or trust deed, as the case may be.
(2) A person authorised by resolution under sub-section (1) shall be entitled to exercise
the same rights and powers, including the right to vote by proxy and by postal ballot, on
behalf of the body corporate which he represents as that body could exercise if it were an
individual member, creditor or holder of debentures of the company.
 
 
 
114.Ordinary and
special
resolutions.
 (1) A resolution shall be an ordinary resolution if the notice required under this
Act has been duly given and it is required to be passed by the votes cast, whether on a show
of hands, or electronically or on a poll, as the case may be, in favour of the resolution,
including the casting vote, if any, of the Chairman, by members who, being entitled so to do,
vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes,
if any, cast against the resolution by members, so entitled and voting.
(2) A resolution shall be a special resolution when—
(a) the intention to propose the resolution as a special resolution has been duly
specified in the notice calling the general meeting or other intimation given to the
members of the resolution;
(b) the notice required under this Act has been duly given; and
(c) the votes cast in favour of the resolution, whether on a show of hands, or
electronically or on a poll, as the case may be, by members who, being entitled so to do,
vote in person or by proxy or by postal ballot, are required to be not less than three
times the number of the votes, if any, cast against the resolution by members so
entitled and voting.
 
 
 
115.Resolutions
requiring
special notice.
 Where, by any provision contained in this Act or in the articles of a company,
special notice is required of any resolution, notice of the intention to move such resolution
shall be given to the company by such number of members holding not less than one per
cent. of total voting power or holding shares on which such aggregate sum not exceeding
five lakh rupees, as may be prescribed, has been paid-up and the company shall give its
members notice of the resolution in such manner as may be prescribed.
 
 
 
116.Resolutions
passed at
adjourned
meeting.
 Where a resolution is passed at an adjourned meeting of—
(a) a company; or
(b) the holders of any class of shares in a company; or
(c) the Board of Directors of a company,
the resolution shall, for all purposes, be treated as having been passed on the date on which
it was in fact passed, and shall not be deemed to have been passed on any earlier date.
 
 
 
117.Resolutions
and agreements
to be
filed.
 (1) A copy of every resolution or any agreement, in respect of matters specified in
sub-section (3) together with the explanatory statement under section 102, if any, annexed to
the notice calling the meeting in which the resolution is proposed, shall be filed with the
Registrar within thirty days of the passing or making thereof in such manner and with such
fees as may be prescribed within the time specified under section 403:
Provided that the copy of every resolution which has the effect of altering the articles
and the copy of every agreement referred to in sub-section (3) shall be embodied in or
annexed to every copy of the articles issued after passing of the resolution or making of the
agreement.
(2) If a company fails to file the resolution or the agreement under
sub-section (1) before the expiry of the period specified under section 403 with additional
fee, the company shall be punishable with fine which shall not be less than five lakh rupees
but which may extend to twenty-five lakh rupees and every officer of the company
who is in default, including liquidator of the company, if any, shall be punishable
with fine which shall not be less than one lakh rupees but which may extend to
five lakh rupees.
(3) The provisions of this section shall apply to—
(a) special resolutions;
(b) resolutions which have been agreed to by all the members of a company, but
which, if not so agreed to, would not have been effective for their purpose unless they
had been passed as special resolutions;
(c) any resolution of the Board of Directors of a company or agreement executed
by a company, relating to the appointment, re-appointment or renewal of the
appointment, or variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which have been agreed to by any class of members
but which, if not so agreed to, would not have been effective for their purpose unless
they had been passed by a specified majority or otherwise in some particular manner;
and all resolutions or agreements which effectively bind such class of members though
not agreed to by all those members;
(e) resolutions passed by a company according consent to the exercise by its
Board of Directors of any of the powers under clause (a) and clause (c) of sub-section
(1) of section 180;
(f) resolutions requiring a company to be wound up voluntarily passed in
pursuance of section 304;
(g) resolutions passed in pursuance of sub-section (3) of section 179; and
(h) any other resolution or agreement as may be prescribed and placed in the
public domain.
 
 
 
118.Minutes of
proceedings
of general
meeting,
meeting of
Board of
Directors and
other meeting
and resolutions
passed
by postal
ballot.
 (1) Every company shall cause minutes of the proceedings of every general
meeting of any class of shareholders or creditors, and every resolution passed by postal
ballot and every meeting of its Board of Directors or of every committee of the Board, to be
prepared and signed in such manner as may be prescribed and kept within thirty days of the
conclusion of every such meeting concerned, or passing of resolution by postal ballot in
books kept for that purpose with their pages consecutively numbered.
(2) The minutes of each meeting shall contain a fair and correct summary of the
proceedings thereat.
(3) All appointments made at any of the meetings aforesaid shall be included in the
minutes of the meeting.
(4) In the case of a meeting of the Board of Directors or of a committee of the Board, the
minutes shall also contain—
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors,
if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included in the minutes, any matter which, in the opinion of the
Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) The Chairman shall exercise absolute discretion in regard to the inclusion or noninclusion
of any matter in the minutes on the grounds specified in sub-section (5).
(7) The minutes kept in accordance with the provisions of this section shall be evidence
of the proceedings recorded therein.
(8) Where the minutes have been kept in accordance with sub-section (1) then, until
the contrary is proved, the meeting shall be deemed to have been duly called and held, and
all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot
to have been duly passed and in particular, all appointments of directors, key managerial
personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) No document purporting to be a report of the proceedings of any general meeting
of a company shall be circulated or advertised at the expense of the company, unless it
includes the matters required by this section to be contained in the minutes of the proceedings
of such meeting.
(10) Every company shall observe secretarial standards with respect to general and
Board meetings specified by the Institute of Company Secretaries of India constituted
under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central
Government.
(11) If any default is made in complying with the provisions of this section in respect
of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and
every officer of the company who is in default shall be liable to a penalty of five thousand
rupees.
(12) If a person is found guilty of tampering with the minutes of the proceedings of
meeting, he shall be punishable with imprisonment for a term which may extend to two years
and with fine which shall not be less than twenty-five thousand rupees but which may
extend to one lakh rupees.
 
 
 
119.Inspection of
minute-books
of general
meeting.
 (1) The books containing the minutes of the proceedings of any general meeting
of a company or of a resolution passed by postal ballot, shall—
(a) be kept at the registered office of the company; and
(b) be open, during business hours, to the inspection by any member without
charge, subject to such reasonable restrictions as the company may, by its articles or
in general meeting, impose, so, however, that not less than two hours in each business
day are allowed for inspection.
(2) Any member shall be entitled to be furnished, within seven working days after he
has made a request in that behalf to the company, and on payment of such fees as may be
prescribed, with a copy of any minutes referred to in sub-section (1).
(3) If any inspection under sub-section (1) is refused, or if any copy required under
sub-section (2) is not furnished within the time specified therein, the company shall be liable
to a penalty of twenty-five thousand rupees and every officer of the company who is in
default shall be liable to a penalty of five thousand rupees for each such refusal or default, as
the case may be.
(4) In the case of any such refusal or default, the Tribunal may, without prejudice to any
action being taken under sub-section (3), by order, direct an immediate inspection of the
minute-books or direct that the copy required shall forthwith be sent to the person requiring it.
 
 
 
120.Maintenance
and inspection
of
documents in
electronic
form.
 Without prejudice to any other provisions of this Act, any document, record,
register, minutes, etc.,—
(a) required to be kept by a company; or
(b) 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 case may be, in
electronic form in such form and manner as may be prescribed.
 
 
 
121.Report on
annual
general
meeting.
 (1) Every listed public company shall prepare in the prescribed manner a report on
each annual general meeting including the confirmation to the effect that the meeting was
convened, held and conducted as per the provisions of this Act and the rules made thereunder.
(2) The company shall file with the Registrar a copy of the report referred to in subsection
(1) within thirty days of the conclusion of the annual general meeting with such fees
as may be prescribed, or with such additional fees as may be prescribed, within the time as
specified, under section 403.
(3) If the company fails to file the report under sub-section (2) before the expiry of the
period specified under section 403 with additional fee, the company shall be punishable with
fine which shall not be less than one lakh rupees but which may extend to five lakh rupees
and every officer of the company who is in default shall be punishable with fine which shall
not be less than twenty-five thousand rupees but which may extend to one lakh rupees.
 
 
 
122.Applicability
of this
Chapter to
One Person
Company.
 (1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not
apply to a One Person Company.
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of
section 102 which a company, other than a One Person Company, is required to transact at its
annual general meeting, shall be transacted, in case of One Person Company, as provided in
sub-section (3).
(3) For the purposes of section 114, any business which is required to be transacted at
an annual general meeting or other general meeting of a company by means of an ordinary or
special resolution, it shall be sufficient if, in case of One Person Company, the resolution is
communicated by the member to the company and entered in the minutes-book required to
be maintained under section 118 and signed and dated by the member and such date shall be
deemed to be the date of the meeting for all the purposes under this Act.
(4) Notwithstanding anything in this Act, where there is only one director on the
Board of Director of a One Person Company, any business which is required to be transacted
at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such
One Person Company, the resolution by such director is entered in the minutes-book required
to be maintained under section 118 and signed and dated by such director and such date
shall be deemed to be the date of the meeting of the Board of Directors for all the purposes
under this Act.

 

NEWS & EVENTS
 
INFORMATION SHARING

Total Visitors: 151678 Copyrights © Chitresh Gupta & Associates All Rights Reserved. Powered By Aem Solutions