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CHAPTER 5 GENERAL MEETINGS

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1 CHAPTER 5 GENERAL MEETINGS
BY CHIRAG CHOTRANI

2 INTRODUCTION Meeting can be regarded as the meeting of people to discuss over a lawful matter . However every meeting does not constitute to be a meeting ,if the compliance requirement for a meeting stated by the companies Act, 2013 is not fulfilled then such meeting will have no effect. A company, being an artificial person, cannot act on its own. It, therefore, expresses its will or takes its decisions through resolutions passed at validly held Meetings. The primary purpose of a Meeting is to ensure that a company gives reasonable and fair opportunity to those entitled to participate in the Meeting to take decisions.

3 MEMBERS’ MEETINGS These are the meetings of the members where they have to come and attend the meeting and give the final decision. Types of members’ meetings : Annual general meeting Extra ordinary general meeting Class meeting ANNUAL GENERAL MEETING (SECTION 96) This is also known as the share holder’s meeting i.e. in this meeting share holders come together and discuss all the relevant matters. Every company other than an OPC is compelled to hold an AGM each year.

4 Following are the provisions of holding an Annual General Meeting :
there must be an Annual General Meeting in each year (calendar year) the first Annual General Meeting must be held within 9 months from the date of closing of its financial accounts after that every subsequent meeting must be held within six month from the date of closing of the financial statements , however the gap between two AGM must not exceed 15 months

5 Time and place for holding an AGM
The meeting must be held within business hours of the company that is between 9 a.m. to 6 p.m. and It must be held at the registered office of the company or at any other place within the same city , town or village. Extension if there is any kind of difficulty in holding the AGM, then the company can apply to the ROC and state the reason why they cannot hold the meeting. if special reasons are shown to the ROC for not holding the meeting then the ROC can give an extension.

6 in no case the ROC can give an extension for more than 3 month.
1 important point to remember is that extension can only be given in case of subsequent AGM and not for the first AGM. special reasons are nowhere define in the act, it simply means the reasons which are beyond the control of the company. IMPORTANT POINT The Annual General Meeting of the company can be held on any day provided it is not a national holiday. By national holiday we mean a day declared by the central government as holiday

7 At present there are three national holidays : a) Independence Day b) Republic Day c) Gandhi Jayanti A company can even hold a meeting on Sunday. Business to be transacted at Annual General Meeting There are two types of businesses which can be transacted at a meeting a) ordinary business b) special business Any business transaction apart from the below mentioned transactions will be considered as special business a) consideration of financial statements

8 b) declaration of dividend c) appointment of directors in the place of those who are retiring d) appointment and fixing of remuneration of the auditors In case of any other meeting all the businesses will be deemed to be special business Default in holding the annual general meeting(section 99) If any default is made in complying or holding a meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to 1 lakh and in case of continuing default, with a further fine which may extend to Rs. 5,000/- for each day during which such default continues.

9 IMPORTANT CASE Sri Meenakshi Mills Company Limited v/s Registrar of joint stock companies Facts of the case : a) 1 General Meeting was called in December 1934 but due to some reason it was adjourned to March 1935 and then held b) subsequent meeting was held in February 1936 ISSUE : The company was prosecuted for failure to call an Annual General Meeting as the prosecution stated that there was no meeting for 1935.

10 Judgment : The court held that the meeting of March 1935 , was the adjourned meeting of "There must be one meeting per year and as many meetings as there are years". The company was convicted

11 Extra Ordinary General Meeting (Section 100) Sometimes there are matters which are of urgent nature and which needs consent of the shareholders and the matters are such that they cannot be postponed till the next Annual General Meeting. In order to deal with such kind of matters an EGM can be called by the company. One special feature of this meeting is that only special business can be transacted in this meeting. Who Can call and hold an Extraordinary General Meeting a) the board of directors b) the board of directors on requisition of members c) by the National Company Law Tribunal d) by requisitionist

12 a) By board of directors
The board may whenever it deems fit call an extraordinary General Meeting of the company b) By board of directors on requisition of members when the shareholders feel that there is some kind of matter which must be discussed among the other shareholders they may request the board of directors to call an EGM. there must be a formal application to the company by the shareholders about the matters which must be considered at the EGM and it must be deposited at the registered office of the company.

13 number of shareholders required to make a request, in case of a company having share capital by the share holders holding at least 10% of the share capital or 1/10th of the voting power in case of a company not having share capital. IMPORTANT POINT The Board Must proceed to call for the EGM within 21 days from the date of application and the meeting must be held within 45 days from the date of application

14 c) By requisitionist If the board of directors of the company fails to call or hold the meeting within 45 days, the shareholders get the right to call the meeting in the next 45 days i.e. Within 90 days from the date of application by the requisitionist Note - Any reasonable expenses incurred by the shareholder while conducting the meeting must be reimbursed by the company to the requisitionist, However such amount will be recovered by the directors who were in Default. In case of EGM called by requisitionist, if the quorum is not present within half an hour of the meeting the meeting will not be adjourned but will stand cancelled.

15 d) by National Company Law Tribunal [section 98] If for any reason it is impracticable to call a meeting of a company or to hold or conduct the meeting of the company, the Tribunal may, either suo moto 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. b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying in relation to the calling, holding and conducting of the meeting. Note - This section is yet to be notified

16 IMPORTANT CASE : In A.D. Chaudhary v/s Mysore Paper Mills Limited Facts The board of directors cannot be questioned on refusing to call and hold an Extraordinary General Meeting if the directors have a reasonable reason. In this case the board of directors had refused to call and hold an extraordinary general meeting on the requisition of members because there was an injunction by the court restraining the company from holding any meeting. Judgment The directors were held right in refusing to call the meeting. NOTE : The requisitionist is not bound to disclose the reason for the resolution proposed to be moved at the meeting

17 Class meeting It is a meeting which is held for only a certain class of stakeholders,, for an example if there is a decision to be taken on the finalisation of dividend rate of preference shares then such kind of decision is going to make the preference shares interested in the matter. So in such kind of cases class meeting is called as only those members are actually present in the meeting who's interest , right and liabilities are affected. This is not a compulsory meeting which the company must call, it can be called whenever the rights attached to a class of shares or any stakeholder are affected. Examples of class meeting : a) Debenture holder's meeting b) Preference shareholder's meeting c) Meeting of creditors

18 PROCEDURE AND REQUISITES OF A VALID MEETING 1) Meeting should be called by proper authority So the first essential requisite of a valid meeting is that it must be called by a proper authority and the proper authority to call a meeting are the board of directors of the company. 2) Notice of meeting (section 101) To conduct a valid meeting there must be a proper notice. What is the actual meaning of the term notice? Notice is derived from the Latin word 'notitia' which in literal sense means 'knowledge'. So if a person having keen interest in the meeting, is not having the knowledge of the meeting i.e. does not have the notice of the meeting , then in such a case the meeting will be held void.

19 Length of the notice In order to call a valid General Meeting the company must send a proper notice at least 21 days before the meeting in writing or through electronic mode. It must be noted that 21 days means 21 clear days , when we say 21 clear days it means excluding: The day of sending of notice The day on which the meeting is to be held If the notice is sent by post 2 days of posting to be excluded. So in the above case , if a company wants to send a clear notice, it must send the notice 25 days prior to the meeting.

20 NOTE - 1) The company may also issue a notice at a shorter notice if consent of 95% of the members have been taken. If there is no willful omission to send a notice to a member then it shall not invalidate the proceedings of the meeting. Rules regarding sending of notice through electronic mode (rule 18 of companies management and administration rules 2014) So the notice of a meeting can be sent directly to an address provided by the member of the company and this is what we say sending of notice via electronic mode. There shall be no difference in the text of the physical version of the notice and electronic version except in respect of mode of dispatch of notice.

21 At least once in a financial year the members must be given a chance to register their with the company or to update their ID with the company. Sending of notice via shall be subject to such option being confirmed by the member and address being updated in writing at least 30 days prior to dispatch of notice. In such cases, the company shall not be under obligation to deliver physical copy of the notice unless specifically requested by the member in writing before the date of the meeting Failure to update the ID with the company or with the depository in case of change of ID of the investor will not make the company responsible The company may send through any medium it can be in house facility, share transfer agent or through any third party providing bulk message facility The notice of the General Meeting shall also be placed on the website of the company.

22 Contents of notice The place where the meeting is going to take place The day of the meeting( in case of AGM it must not be a national holiday) The time of the meeting during which the business will take place ( in case of AGM it can be called between 9 A.M to 6 p.m.) Agenda of the meeting along with the explanatory statement(general business or special business) proxy clause with reasonable prominence

23 Persons entitled to receive Notice
In terms of Section 101(3), notice of every meeting of the company must be given to: Every 'member' of the company, legal representative of any deceased member or the assignee of an insolvent member, The auditor or auditors of the company; and Every director of the company. NOTE - The term member stated above also includes the preference shareholders, so that means even preference shareholders are entitled to receive the notice, however a noteworthy fact is that they are not entitle to vote or to participate in the proceedings of the meeting unless the meeting is to consider any matter which affect the right of the preference shareholders, nevertheless they have the right to attend the meeting.

24 In hopper v/s kerr stuart & company Facts : The meeting of the company was called by the company secretary without having the authority of the board. But subsequently the calling of the meeting was ratified by the board of directors of the company ISSUE : Whether a meeting which was called by the secretary without having the authority can be ratified by the board of directors. JUDGMENT The meeting which was called by the company secretary of the company can be ratified by the board of directors if it is ratified before the meeting is held. In no case the board can ratify the meeting after it has been held.

25 Quorum of General Meeting To constitutes a valid meeting there must be minimum number of members and quorum is known as the minimum number of members of a company whose presence is necessary for the transaction of business. The quorum requirement in case of : (a) Public company: 5 members personally present if the number of members as on the date of meeting is not more than 1000; 15 members personally present if the number of members as on the date of meeting is more than 1000 but up to 5000; 30 members personally present if the number of members as on the date of the meeting exceeds 5000.

26 (b) Private company: 2 members personally present, shall be the quorum for a meeting of the company. Absence of quorum 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 , shall stand cancelled

27 NOTE - Provided that if there is a change in the day, time or place of the adjourned meeting ,then it must give at least 3 days notice in an English newspaper and one Vernacular newspaper of the place where the registered office of the company is situated ( having highest circulation) Proxy To appoint a proxy is not an obligation but right of the member. What is proxy ? The person who attends the meeting on behalf of the shareholder, so any member entitled to attend and vote at the General Meeting has the right to appoint a proxy. The notice of the company must specify that the members have the right to appoint a proxy. A proxy does not have the right to vote at the meeting except on Poll A Proxy need not be the member of the company(but in Section 8 company proxy must be a member)

28 A person can become proxy for not more than 50 members at a time or for the persons holding not more than 10% of the share capital of the company. A person can appoint a proxy by filing Form no. MGT 11 Multiple proxies may be appointed by a single shareholder and he can also appoint alternate proxies, however in case of a private company the member may appoint only 1 proxy irrespective of shareholding. The proxy form must be signed by the shareholder and shall be deposited at the registered office of the company 48 hours before the meeting of the company. If a company States higher time for the filing of proxy forms , such Condition will be treated as invalid. The shareholders also have the right to inspect the proxy books provided 3 days prior notice has to be given by the shareholder to the company. A member can inspect the proxy forms 24 hours before the meeting and up to the conclusion of that meeting.

29 Revocation of proxies Revocation can be done by the shareholder whenever he wants. Following are the manners in which proxy may be cancelled : by death of shareholder If the shareholder has been declared as insolvent By sending a notice to the company about the cancellation of the proxy Shareholder has transferred its shares and the transferee attends the meeting. By share holder attending the meeting Cousins v/s International Brick Company Limited Defined proxy as a person representative of shareholders in the same case Lawrence U stated that the proxy is merely an Agent of the shareholder and as between himself and its principal , he is not entitled to act contrary to the instructions of the latter.

30 CANVASSING FOR APPOINTMENT OF PROXY
A company shall not issue any invitation at its expense to a member who is entitled to have the notice of a meeting to appoint numbers of persons specified therein as his proxy. In the case of default, every officer of the company who knowingly issued the invitation shall be punishable with fine, which may extend upto Rs 1,00,000. However an officer shall not be punishable if the following two conditions are fulfilled: That officer issued a list of persons willing to act as proxies to a member at his written request; and That the said list is available on request in writing to every member entitled to vote at the meeting by proxy.

31 METHODS OF ASCERTAINING THE SENSE OF MEETING [SECS. 106 TO 109]
The Companies Act, 2013 prescribes 3 methods of ascertaining the sense of meeting, namely: Show of hands; Voting through electronic means; and Poll Show of Hands [Sec 107] The method of voting by show of hands shall be adopted first for deciding the fate of the motion. It may be noted that proxies are not allowed to vote on show of hands. After counting the votes in favour and against the resolution, the Chairman may declare that on show of hands, it has been carried on or it has been lost. A declaration by the Chairman of the resolution of the voting

32 Voting through Electronic Means [Sec 108]
by show of hands and an entry to this effect in the minutes book of the proceedings of the meeting shall be conclusive evidence of such a declaration. Voting through Electronic Means [Sec 108] This new concept of e-voting is a method of voting via electronic means. The Central Government has prescribed that every listed company or a company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means. The expressions “voting by electronic means” or “electronic voting system” means a ‘secured system’ based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favor or against, such that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with

33 Poll [Sec 109] adequate cyber security.
Demand for Poll: a poll can be ordered at any time before or after the declaration of the result on the voting of any resolution by show of hands. A poll can be ordered by any of the following persons: Chairman himself; Members and proxies. The Chairman shall order a poll to be taken, if any demand is taken on this behalf: In case of a company having a share capital ,by any member or members present in person or by proxy and holding shares in the company- Which confer a power to vote on the resolution not being less than 1/10th of the total voting power in respect of the resolution; or

34 On which an aggregate sum of not less than Rs 5,00,000 has been paid up;
In case of any other company, by any member or members present in person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution. The demand for a poll may be withdrawn at anytime by the person or persons who made the demand. Time of taking poll: a poll demanded on the question of adjournment of the meeting and on the election of Chairman under Section 104 must be taken immediately. A poll demanded on any other question shall be taken at any time within 48 hours of the time of making a demand. Scrutineers at poll: 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.

35 RESTRICTONS ON EXERCISE OF VOTING RIGHTS [SEC 106]
Subject to the provisions of this section, the Chairman of the meeting shall have the power to regulate the manner in which the poll shall be taken. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. RESTRICTONS ON EXERCISE OF VOTING RIGHTS [SEC 106] The articles of a company may provide that no member shall exercise any voting right in respect of any shares on which any calls have not been paid, or in regard to which the company has exercised any right on lien. A company shall not prohibit any member from exercising his voting right on the ground that he has not held its shares for any specified period preceding the date on which the vote is

36 CHAIRMAN OF MEETING [SECTION 104]
taken or any other ground, not being a ground set out above. Right of Member to use his votes differently: when a poll is taken at a meeting, a member entitled to more than one vote, or his proxy can split his votes in favor or against the resolution . CHAIRMAN OF MEETING [SECTION 104] One of the essentials of a valid meeting is that it must have a presiding officer endowed with authority to conduct its affairs in an orderly fashion. A Chairman derives his authority from the assembly over which he presides. The provisions of the articles in respect of appointment of chairman are to be followed in the preference to the provisions of Section 104.

37 Appointment of Chairman under Articles
Regulation 45 of Table F: it provides the Chairman, if any, of the Board shall provide as Chairman at every general meeting of the Company. Regulation 46 of Table F: if there is no Chairman or he is not present within 15 minutes after the appointed time of the meeting or is unwilling to act as Chairman of the meeting, the directors present shall elect one among themselves to be Chairman of the meeting. Regulation 47 of Table F: if at any meeting, no director is willing to act as Chairman or if no director is present within 15 minutes after the appointed time of the meeting, the members present should choose one among themselves to be the chairman of the meeting.

38 Appointment under section 104:
If the articles of association of a company do not contain any provision for the appointment of the chairman, such appointments shall be made by the members personally present at the meeting who shall elect one of themselves to be a chairman thereof on a show of hands. If a poll is demanded on the election of the Chairman, it shall be taken immediately. If some other person is elected as a result of poll, he shall be the Chairman for the result of the meeting. Appointment of Chairman by National Company Law Tribunal: Where the NCLT under Section 97 or Section 98 directs the calling of general meeting of a company, it may give directions regarding it’s calling, holding and conducting. It may appoint any person as its Chairman.

39 ADJOURNMENT OF MEETING
Casting Vote of Chairman In case of an equality of votes on a matter requiring ordinary resolution, the Chairman of General Meeting shall be entitled to a second or casting vote. It may noted this provision can be used by a company only if the AOA of a company so provides. ADJOURNMENT OF MEETING Meaning Adjournment means suspending a meeting after it has been duly commenced to be resumed at a later date and time fixed in the meeting itself at the time of adjournment or to be decided later on.

40 Methods A meeting may be adjourned in anyone of the following ways:
By passing a resolution in the meeting; By the act of Chairman; By lack of quorum of the meeting. By passing a resolution at the meeting: According to common law, the power to adjourn a meeting lies in the hands of those constituting it . As such in the absence of provisions to the contrary in the articles of a company, the chairman is authorized to adjourn the meeting only with the wishes of the majority present thereof. By the act of the Chairman: In case of disorder, etc. at the meeting, the Chairman is authorized to adjourn the meeting for a short period say an hour or so with the view to restore the order

41 Special Provisions By lack of quorum at the meeting:
If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting (other than called upon at the request of the members u/s 100) shall be adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Board may determine. Special Provisions Business to be transacted: no business shall be transacted at an adjourned meeting other than the business left uncompleted of the meeting at which the adjournment took place. Notice: where there is adjournment of meeting, the company is required to give not less than 3 days notice to the members either individually or by publishing and advertising in the newspaper (one in english and one in vernacular language) which is in circulation at the place where the registered office of the company is situated [Sec 103(2) proviso]

42 Postponement of a meeting:
Date: when a resolution is passed at an adjourned meeting, the resolution shall, for all purposes, to be treated as having passed on the date on which it was in fact passed and shall not be deemed to have been passed at an earlier date [Sec. 116] Postponement of a meeting: Postponement of a meeting implies putting off commencement of the properly convened meeting. Such postponement takes place before the time fixed for the commencement of the meeting. On many occasions , it becomes necessary not to have the scheduled meeting for which a notice has been already issued. This may be for various issues, which are beyond the control of the management, However, postponement of the General Meeting must be exercised objectively on valid and cogent grounds and the decision to do so must be bonafide.

43 Dissolution/cancellation of a meeting
Where there is a change of day, time and place of meeting, the company is required to give not less than 3 days notice to the members either individually or by publishing and advertising in the newspaper (one in english and one in vernacular language) which is in circulation at the place where the registered office of the company is situated [Sec 103(2) proviso]. Dissolution/cancellation of a meeting Dissolution of a meeting refers to the situation where meeting no longer exists as such. Its proceedings are not merely suspended but exhausted. As per Sec 103(2) of the Companies Act, if within half an hour after the time appointed for holding a general meeting; the quorum is not present; the meeting shall stand dissolved/ cancelled if it was called on requisition of members.

44 PASSING OF RESOLUTION BY POSTAL BALLOT [SEC 110]
Introduction ‘Postal Ballot’ means voting by post or through any electronic mode. The concept of postal ballot is a welcome step. Usually, at the AGM, attendance is by a few hundred members. The AGM of some companies are held in remote places, where the registered office of such companies situate. This makes it inconvenient for the members to attend in large numbers. Further, members do not evince much interest in attending EGM. The postal ballot brings voting at the doorsteps of the member. Hence, a very large number of members can conveniently participating in voting on the resolutions of the company.

45 Provisions It is mandatory for a company to pass resolution by postal ballot in respect of such items of business as the Central Government may, by notification, declare to be transacted only by the means of postal ballot. It is, however, discretionary for the Company to pass any resolution by way of postal ballot other than: Ordinary business items; and Any business in respect of which directors or auditors have a right to be heard at any meeting. It may be noted that One Person Company (OPC) and other companies having members upto 200 are not required to transact any business through postal ballot. 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.

46 Following is the list of business specified by the Central Government, in respect of which the resolutions shall be passed by means of postal ballot only: Alteration of the objects clause of the memorandum and in case of the company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum; 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 order to constitute it a private company; Change in place of registered office outside the local limits of any city, town or village as specified in sub-section (5) of section 12; Change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised under sub-section (8) of section 13;

47 Issue of shares with differential rights as to voting or dividend or otherwise under sub-clause (ii) of clause (a) of section 43; Variation in the rights attached to a class of shares or debentures or other securities as specified under section 48; Buy-back of shares by a company under sub-section (1) of section 68. Election of a director under section 151 of the Act; Sale of the whole or substantially the whole of an undertaking of a company as specified under sub-clause (a) of sub section (1) of section 180; Giving loans or extending guarantee or providing security in excess of limit specified under sub-section (3) of section 186. It may be noted that Central Government can, at any time, include or delete the items to be transacted through postal ballot only.

48 Procedure Following is the procedure of passing of resolution by postal ballot: Convene a Board Meeting to pass the resolutions for following purposes: To approve the notice of the resolution to be sent to the shareholders; To approve the Postal Ballot Form; and To fix the responsibility for the entire postal ballot process on the Company Secretary and a Functional Director. A notice setting out the draft of resolution to be passed together with the reasons of passing the resolution should be sent to all the shareholders. The Company may issue notices, either- Under ‘Registered Post’ or ‘Speed Post’; or Through Courier Service; or Through the registered of the member provided to the Company Further , an advertisement shall be published in a leading English newspaper and in one vernacular language Newspaper circulating in the State in which the registered office of the company is situated, about having dispatched the ballot papers.

49 The Company may make a note below the notice of the General Meeting for understanding of members that the transaction(s) at Sl. No ….. Requires consent of the share holders through postal ballot. The Board of Directors shall appoint one scrutinizer (not being an employee) who, in the opinion of the Board, can conduct the postal ballot voting process in a fair and transparent manner. The assent or dissent of the shareholder should be sent within 30 days from the date of posting the notice. The assent or dissent otherwise received after 30 days from the date of issue of notice shall be treated as if reply from the member has not been received. The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots, but not later than 7 days thereof. The result shall be declared at the General Meeting by the chairman of the meeting. It may be noted that the date of passing of the resolution by postal ballot will be the date of declaration of results of postal ballot by the chairman at the general meeting.

50 The resolution should be approved by requisite majority of shareholders, i.e., in the case of ordinary resolution , votes cast in favor is more than the votes cast against it; and in case of special resolution ; votes cast in favor is three times or more than the votes cast against it. It may be noted that voting under ‘postal ballot’ is not by show of hands ; but shall be with reference to the paid-up value of share capital held by the registered share-holder.

51 CIRCULATION OF MEMBER’S RESOLUTION [SECTION 111]
Section 111 of the Act makes available to members the administrative machinery of the company to introduce resolutions at the annual general meetings. Further, members may also make a requisition for circulating the statement (expression of opinion) in respect of some matter to be transacted at the forthcoming general meeting. It provides that if the requisite number of members require the company to circulate a resolution/ statement the company, at the expense of the requisitionists: Give to the members entitled to receive notice of the next annual general meeting, notice of any resolution which is intended to be moved at the meeting; Circulate to the members any statement with respect to any business to be dealt with at that meeting.

52 The requisite number of members for requisitioning a resolution/statement is as follows:
In case of a company having a share capital, members holding atleast one-tenth of such paid-up capital of the company which carries a right of voting in regard to that matter; In case of a company not having a share capital, members holding atleast one-tenth of the total voting power of all the members who have a right to vote in regard to that matter. The requisition signed by all the requisitionists, must be deposited at the registered office of the company atleast 6 weeks before the meeting in the case of resolution and not less than 2 weeks before the meeting in case of any other question together with a reasonable sum to meet the expenses.

53 Where a copy of the requisition requiring notice of resolution has been deposited with an A.G.M is called for a date 6 weeks after the requisition is deposited, the copy through not deposited within time required by section 111, is deemed to have been properly deposited. A company need not circulate a statement if the Central Government (Power delegated to RD) is satisfied that the rights so conferred on the members are being abused to secure needless publicity for defamatory matters.

54 RESOLUTIONS [SEC 114 TO 118] Ordinary and Special Resolutions [Sec 114] The resolutions passed at a general meeting of the company can be of 2 types, namely: Ordinary Resolution; and Special Resolution Ordinary Resolution: a resolution shall be ordinary one when the notice required under the Companies Act has been duly given and the votes cast in favor of the resolution exceed the votes cast against it. Casting vote of the Chairman of the meeting, if any, shall also be included while counting votes provided it has been exercised by him. Special Resolution: a resolution shall be a special resolution if the following conditions are fulfilled; The intention to propose it as a special resolution has been duly specified in the notice calling the general meeting

55 The notice of the meeting has been duly given ; and
Votes cast in favor of the resolution are not less 3 times the votes cast against the resolution. Motion and Resolution ‘Motions’ and ‘Resolutions’ are used synonymously but in legal sense there is a difference between the two. Motion is a proposal submitted for a discussion and a decision is adopted by the means of a resolution. A motion is a proposal and a resolution is the adoption of a motion duly made and seconded. But every motion need not be followed by a resolution, as in case of a motion being made for adjournment of a meeting. A motion becomes a resolution only after the requisite majority of members have adopted it. A motion should be in writing and signed by the mover and put to the vote at the meeting by the Chairman. In case of company meetings, only such motions are proposed as are covered by the agenda.

56 Resolution requiring Special Notice [Sec 115]
There are some resolutions, which can be moved at a meeting only if its proposers have been given prior notice to the company in this regard. Such resolutions are deemed as resolutions requiring special notice. A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less 10 percent of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees has been paid up on the date of the notice. The proposers should give prior notice to the company, not earlier than three months but atleast 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of meeting. On receipt of such a notice, the company must give to its members, minimum 7 clear days notice of the resolution in the manner in which it gives notice of the meeting.

57 In case not practicable, the company must give 7 days clear notice to the members through an advertisement in an english and vernacular language newspapers having a wide circulation in the state of registered office of the company. The Companies Act, 2013 requires a special notice to be given in respect of the following resolutions: For a resolution at an AGM to provide that a retiring auditor shall not be re-appointed [Sec140] For a resolution at an AGM appointing an auditor, a person other than a retiring auditor [Sec 140] For a resolution to remove a director before the expiry of his period in office [Sec 169] For a resolution to appoint another director in place of the removed director [Sec 169] Where the articles of a company provided for the giving of a special notice for a resolution in respect of any specified matter

58 RESOLUTION PASSED AT AN ADJOURNED MEETING [SEC 116]
A resolution passed in an adjourned meeting either of a company or holders of any class of shares in a company or Board of Directors of a company shall be treated as having been passed on the date which it was in fact passed and not on an earlier date. REGISTRATION OF CERTAIN RESOLUTIONS AND AGREEMENTS [SEC 117] Following resolutions and agreements are required to be filed with the Registrar of Companies: All special resolutions; Resolutions which have been agreed to by all members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they have been passed as special resolutions;

59 Any resolution of the Board of Directors of a company or agreement executed by a company, relating to appointment, or variation of the terms of appointment, of a managing director; 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 members; 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.

60 Resolutions requiring a company to be wound up voluntarily passed in pursuance of Section 304;
Resolutions passed in pursuance of sub-section (3) of section 179 in case of a public company only (It may be noted that no person shall be entitled to inspect or obtain copies of such Board Resolutions passed in pursuant to Section 179(3) from Registrar of Companies Office); and Any other resolution or agreement as may be prescribed and placed in public domain. A copy of every resolution/agreement mentioned above together with a copy of explanatory statement, if any, printed or typewritten and duly certified under the signatures of the officer of the company shall be filed with the Registrar within 30 days of date of passing the resolution or executing the agreement, as the case may be , in Form No. MGT-14

61 If a company fails to file the resolution or the agreement before the expiry of 300 days ( days) from the date of passing the resolution or executing the agreement, as the case may be, 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 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.

62 ORDINARY & SPECIAL BUSINESS AND THEIR RELATION WITH ORDINARY & SPECIAL RESOLUTIONS
Ordinary business always require ordinary resolution. Special business has no relation with special resolution. It may require ordinary resolution in some cases and special resolution in some. For instance: Increase in authorized share capital by way of alteration in the MOA, although special business, requires only ordinary resolution Change in object clause by the way of alteration in the MOA is a special business and also requires special resolution.

63 SECRETARIAL STANDARD ON GENERAL
MEETINGS [SS-2] Convening a meeting A General Meeting shall be convened by or on the authority of the Board Notice in writing of every Meeting shall be given to every member of the company. Such notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and wherever applicable or so required, to other specified persons. Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by or by any other electronic means. In case of companies having a website, the Notice shall be hosted on the website.

64 Notice shall specify the day, date, time and full address of the venue of the Meeting.
Notice shall clearly specify the nature of the meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be. Notice and accompanying documents shall be given at least 21 clear days in advance of the Meeting. Notice and Accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than 95 percent of the members entitled to vote at such meeting.

65 No business shall be transacted at a Meeting if Notice in accordance with this standard has not been given No items of business other than those specified in the Notice and those specifically permitted under this Act shall be taken up at the Meeting. Notice shall be accompanied ,by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy Form. A Meeting convened upon due Notice shall not be postponed or cancelled.

66 Frequency of Meetings Every company shall, in each calendar year, hold a General Meeting called the Annual General Meeting. Items of business other than Ordinary Business may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot, if thought fit by the board. Quorum Quorum shall be present throughout the meeting. A duly authorized representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a member personally present and enjoys all the rights of a member present in person.

67 Presence of Directors and Auditors
If any director is unable to attend the meeting, the chairman shall explain such absence at the Meeting. Directors who attend General Meetings of the company and the Company Secretary shall be seated with Chairman. The Auditors, unless exempted by the company, shall, either by themselves or through their authorized representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors. The Secretarial Auditor, unless exempted by the company shall, either by himself through their authorized representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Secretarial Auditor.

68 Chairman The Chairman of the Board shall take the chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwillingly to act as Chairman of the Meeting, or if no director has been so designated, the Directors present at the meeting shall elect one of themselves to be the Chairman of the meeting. If no Director is willing to take the chair, the members present shall elect on a show of hands, one of themselves to be the chairman of the meeting, unless otherwise provided in the article The chairman shall explain the objectives and implications of the resolutions before they are put to vote at the meeting. Incase of public companies the chairman shall not propose any resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business.

69 Proxies A member entitled ot 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 a proxy need not be a member. An instrument appointing a proxy shall be either in the form specified in the articles or in the form set out in the Act. An instrument of proxy duly filed, stamped and signed, is valid only for the meeting to which it relates including any adjournment thereof. An instrument of proxy id valid only if it is properly stamped as per the applicable law. Unstamped or inadequately stamped proxies or proxies upon which the stamp have not been cancelled are invalid. The proxy holder shall prove his identity at the time of attending the meeting. An authorized representative of a body corporate or of the president of India or of the Governor of a State holding shares in a company, may appoint a proxy under his signature.

70 A proxy form which does not state the name of the proxy shall not be considered valid.
Undated proxy shall not be considered valid. If a company receives multiple proxies for the same holding of a member, the proxy which is dated last shall be considered valid; if they are not date or bear the same date without mention of time, all such multiple proxies shall be treated as invalid. Proxies shall be deposited with the company either in person or through post not later than 48 hours before the commencement of the meeting in relation to which they are deposited and a proxy shall be accepted even on a holiday of the last date by which it could be accepted is a holiday. If the articles so provide, a member who has not appointed a proxy to attend and vote on his behalf at a meeting may appoint a proxy or any adjourned meeting, not later than 48 hours before the time of such adjourned meeting. If a proxy had been appointed for the original meeting, and such meeting is adjourned, any proxy given for the adjourned meeting revokes the proxy given for the original meeting.

71 A proxy is valid until written notice of revocation has been received by the Company before the commencement of meeting or adjourned meeting, as the case may be. When a member appoints a proxy and both the member and proxy attend the meeting, the proxy stands automatically revoked. Requisitions, if any, for inspection of proxies shall be received in writing from a member entitled to vote on any resolution at least three days before the commencement of the meeting.

72 Proxies shall be made available for inspection during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, A fresh requisition confirming to the above requirement shall be given for inspection of proxies incase the original meeting is adjourned. All proxies received by the Company shall be recorded chronologically in a register kept for that purpose. Incase any proxy entered in the register is rejected, the reason therefore shall be entered in the remarks column.

73 Voting Every resolution shall be proposed by a member and seconded by another member. Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the institutional platforms. Other companies as prescribed shall provide e-voting facilities to their members to exercise their voting rights, Every company, which has provided e-voting facilities to their members shall also put every resolution to vote through a ballot process at the meeting. Every company shall at the meeting, put every resolution, except a resolution which has been put to remote e-voting to vote on a show of hands at the first instance, unless a poll is validly demanded.

74 The chairman shall order a poll upon a receipt of a valid demand for poll either before or on the declaration of the result of the voting on any resolution on show of hands. Every member holding equity shares and in certain cases as prescribed in the Act, every member holding preference shares shall be entitled to vote on a resolution. A member who is a related party is not entitled to vote on a resolution relating to approval of any contract or arrangement in which such member is a related party. Unless otherwise provided in the Articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the chairman of the meeting shall have a second or casting vote.

75 Conduct of e-voting Every Company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. Every company providing e-voting facility shall offer such facility to all members, irrespective of whether they hold shares in physical form or in dematerialized form. The facility for Remote e-voting shall remain open for not less than three days. Board Approval The board shall: Appoint one or more scrutinisers for e-voting or the ballot process, Appoint an Agency Decide the cut-off date for the purpose of reckoning the names of Members who are entitled to Voting rights. Authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details.

76 Notice of the Meeting, wherein the facility of e-voting is provided, shall be sent either by registered post or speed post or by courier or by or by any other electronic means. Notice shall also be placed on the website of the Company, in case of companies having a website, and of the Agency. Notice shall inform the Members about procedure of Remote e-voting, availability of such facility and provide necessary information thereof to enable them to access such facility. Based on the scrutiniser’s report received on e-voting and voting at the meeting, the Chairman or any other Director so authorized shall countersign the scrutiniser’s report and declare the result of the voting forthwith with details of the number of votes cast for and against the resolution, invalid votes and whether the resolution has been carried or not. The result of the voting, with details of the number of votes cast for and against the resolution, invalid votes and whether the resolution has been carried or not shall be displayed on the Notice Board of the company at its Registered Office and its head office as well as Corporate Office, if any, if such office situated elsewhere. Further, the results of voting along with the scrutiniser's report shall also be placed on the website of the company, in case of companies having a website and of the agency, immediately after the results are declared. The resolution, if passed by a requisite majority, shall be deemed to have been passed on the date of the relevant General Meeting.

77 Custody of scrutinizers register, report and other related papers
Custody of scrutinizers register, report and other related papers. The scrutinizers register, report and other related papers received from the scrutinizer’s shall be kept in the custody of the Company Secretary or any other person authorized by the Board for this purpose. Conduct of Poll When a poll is demanded on any resolution, the chairman shall get the validity of the demand verified and, if the demand is valid, shall order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the meeting and, in any other case, within forty-eight hours of the demand for poll. In the case of a poll, which is not taken forthwith, the chairman shall announce the date, venue and time of taking the poll to enable members to have adequate and convenient opportunity to exercise their vote. The chairman may permit any member who so desires to be present at the time of counting of votes. Each resolution put to vote by poll shall be put to vote separately.

78 The chairman shall appoint such number of scrutinizers, as he deems necessary, who may include , a Cost Accountant in Practice, Company Secretary in Practice, an advocate or any other person of repute who is not in the employment of the Company, to ensure that the scrutiny of the votes cast on a poll is done in a fair and transparent manner. Based on the scrutiniser’s report, the chairman shall declare the result of the poll within two days of the submission of report by the scrutinizer, with details of the number of votes cast for and against the Resolution invalid votes and whether the Resolution has been carried or not.

79 vi. The result of the poll with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, If any, if such office is situated elsewhere, and in case of companies having a website, shall also be placed on the website. vii. The result of the poll shall also be deemed to be the decision of the meeting on the Resolution on which the poll was taken.

80 Prohibition on Withdrawal of Resolution Resolution for items of business which are likely to affect the market price of securities of the company shall not be withdrawn. However, any resolution proposed for consideration through e-voting shall not be withdrawn. Rescinding of Resolutions A resolution passed at a meeting shall not be rescinded otherwise than by a resolution passed at a subsequent Meeting. Modifications to Resolutions Modifications to any resolution which do not change the purpose of the resolution materially may be proposed , seconded and adopted by the requisite majority at the Meeting and, thereafter, the modified resolution shall be duly proposed, seconded and put to vote.

81 Reading of Reports The qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, if any, mentioned in the Auditor’s report shall be read at the Annual General Meeting and attention of the members present shall be drawn to the explanations/comments given by the Board of Directors in their report. The qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice, shall be read at the Annual General Meeting and attention of members present shall be drawn to the explanations/comments given by the Board of Directors in their report.

82 Distribution of Gifts No gifts. gift coupons , or cash in lieu of gifts shall be distributed to Members at or in connection with the meeting. Adjournment of Meetings A duly convened Meeting shall not be adjourned unless circumstances so warrant . The Chairman may adjourn a meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. If a meeting is adjourned sine-die or for a period of thirty days or more, a notice of the adjourned meeting shall be given in accordance with the provisions contained hereinabove relating to Notice.

83 If a meeting is adjourned for a period of less than thirty days , the company shall give not less than three days Notice specifying the day, date, time and venue of the meeting, to the members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the Company is situated, and in an English newspaper in English language, both having a wide circulation in that district. If a meeting, other than a requisitioned meeting stands adjourned for want of Quorum, the adjourned meeting shall be held on the same day, in the next week at the same time and place or on such other day, not being a National Holiday, or at such other time and place as may be determined by the Board. If, within half an hour from the time appointed for holding a Meeting called by requisitionists a Quorum is not present, the meeting shall stand cancelled. At an adjourned meeting, only the unfinished business of the original meeting shall be considered.

84 Passing of Resolution by Postal Ballot
Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting. Every Company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are Authorise the Company Secretary or where there is no Company secretary, any Director of the Company to conduct postal ballot process and sign and send the notice along with other documents; Appoint one scrutiniser for the postal ballot Appoint an agency with respect of e-voting for the postal ballot. Decide the record date for reckoning voting rights and ascertaining those members to whom the notice and postal ballot forms shall be sent. Decide on the calendar of events Authorize the chairman or in his absence, any other Director to receive the scrutiniser’s register, report on postal ballot and other related papers with requisite details.

85 Authorise the Company Secretary or where there is no Company secretary, any Director of the Company to conduct postal ballot process and sign and send the notice along with other documents; Appoint one scrutiniser for the postal ballot Appoint an agency with respect of e-voting for the postal ballot. Decide the record date for reckoning voting rights and ascertaining those members to whom the notice and postal ballot forms shall be sent. Decide on the calendar of events Authorize the chairman or in his absence, any other Director to receive the scrutiniser’s register, report on postal ballot and other related papers with requisite details.

86 Notice of the Postal Ballot shall be given in writing to every member of the company. Such notice shall be sent either by registered post or speed post, or by courier or by or by any other electronic means at the address registered with the company. In case of companies having a website, notice of the postal ballot shall also be placed on the website. Notice shall specify the day, date, time and venue where the results of the voting by postal ballot will be announced and the link of the website where such results will be displayed. Notice of the Postal ballot shall inform the members about availability of e-voting facility, if any, and provide necessary information thereof to enable them to access such facility.

87 viii. Each item proposed to be passed through postal ballot shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a member to understand the meaning, scope and implication of the item of business and to take a decision thereon. Postal Ballot forms The postal ballot form shall be accompanied by a postage prepaid reply envelope addressed to the scrutiniser. The postal ballot form shall contain instructions as to the manner in which the form is to be completed, assent or dissent is to be recorded and its return to the scrutiniser.

88 A postal ballot form shall be considered invalid if:
A form other than one issued by the company has been used; It has not been signed by or on behalf of the member; Signature on the postal ballot form does not match the specimen signatures with the company It is not possible to determine without any doubt the assent or dissent of the member; Neither assent nor dissent is mentioned; Any competent authority has given directions in writing to the company to freeze the Voting Rights of the member.

89 g) The envelope containing the postal ballot form is received after the last date prescribed;
h) The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority. It is received from a member who is in arrears of payments of calls; It is defaced or mutilated in such a way that its identity as a genuine form cannot be established; Member has made any amendment to the resolution or imposed any condition while exercising .

90 xiii. Based on the scrutinizer’s report, the Chairman or any other director authorized by him shall declare the result of the postal ballot on the date, time venue specified in the notice, with details of the number of votes cast for and against the resolution, in valid votes and the final result as to whether the resolution has been carried or not. xiv. The result of the voting with details of the number of votes cast for and against the resolution, invalid votes and whether the resolution has been carried or not, along with the scrutinizer's report shall bed displayed on the notice board of the company at its registered office and its head office as well as corporate office, if any, if such office is situated elsewhere, and also placed on the website of the company, in case of companies having a website. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of duly completed postal ballot forms or e-voting, Custody of scrutiniser’s registers, reports and other related papers. The postal ballot forms, other related papers, register and scrutiniser’s report received from the scrutinizer shall be kept in the custody of the company Secretary or any other person authorized by the board for this purpose. xvii. Rescinding the resolution A resolution passed by postal ballot shall not be rescinded otherwise than by a resolution passed subsequently through postal ballot. xviii. No amendment or modification shall be made to any resolution circulated to the members for passing by means of postal ballot.

91 Minutes Minutes shall be recorded in books maintained for that purpose. A distinct Minutes Book shall be maintained for Meetings of the Members of the company, creditors and others as may be required under the Act. Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp. The pages of Minutes Book shall be consecutively numbered. Minutes shall not be pasted or attached to the minutes book, or tampered with in any manner.

92 Minutes of Meetings, if maintained in loose- leaf form, shall be bound periodically depending on the size and volume. Minutes Book shall be kept at the Registered Office of the Company or at such other place, as may be approved by the Board. Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. Minutes shall record the names of the Directors and the Company Secretary present at the Meeting.

93 In respect of Resolutions passed by e-voting or postal ballot, a brief report on the e-voting or postal ballot conducted including the Resolution proposed, the result of the voting thereon and the summary of the scrutinizer’s report shall be recorded in the Minutes Book and signed by the Chairman or in the event of death or inability of the Chairman, by any Director duly authorised by the Board for the purpose, with thirty days from the date of passing of Resolution by e- voting or postal ballot. Minutes shall contain a fair and correct summary of the proceedings of the Meeting. Minutes shall be written in clear, concise and plain language. Each item of business taken up at the Meeting shall be numbered.

94 Minutes shall be entered in the Minutes Book within 30 days from the date of conclusion of the Meeting. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. Minutes, once entered in the Minutes Book shall not be altered Minutes of General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorised by the Board for the purpose, within 30 days of the General Meeting.

95 The Chairman shall initiate each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. Directors and Members are entitled to inspect the Minutes of all General Meetings including Resolutions passed by postal ballot. Extract of the Minutes shall be given only after the Minutes have been duly signed. However, any Resolution passed at a Meting may be issued even pending signing of the Minutes, provided the same is certified by the Chairman or any Director or the Company Secretary

96 Preservation of Minutes and other Records
Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Office copies of Notices, scrutinizer’s report, and related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board. Minutes Books shall be kept in custody of the Company Secretary

97 Report on Annual General Meting Every listed company shall be prepare a report on Annual General Meeting in prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act. Disclosure The Annual Return of a company shall disclose the date of Annual General Meeting held during the financial year.

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