MANAGEMENT AND ADMINISTRATION

(HIGHEST WEIGHTAGE)
QUORUM ( SEC- 103)
TOTAL SECTION
COVERED- 35 VALID MEETING 3 CONDITIONS

PROPERLY
PROPERLY CONSTITUTED PROPERLY
CONVENED PROPER QUORUM CONDUCTED
TO CALL PROPER TO FOLLOW
CHAIRPERSON COMPANIES ACT
(MIN ATTENDANCE)

QUORUM REFERS TO MINIMUM NUMBER OF MEMBERS WHO ARE REQUIRED TO ATTEND THE MEETING,
SO THAT IT IS PROPERLY CONSTITUTED.
TYPES OF COMPANY MINIMUM NO. OF MEMBERS
PRIVATE COMPANY 2 OR ARTICLES , WHICHEVER IS
HIGHER
PUBLIC COMPANY 5,15,30 OR ARTICLES ,
WHICHEVER IS HIGHER
QUORUM NO. OF MEMBERS IN PUBLIC COMPANY ON THE DAY OF MEETING
5 UPTO 1000
15 >1000 <= 5000
30 >5000
OR ARTICLES WHICHEVER IS HIGHER
QUORUM MUST ALWAYS BE PERSONALLY PRESENT.

IF AT THE ADJOURNED MEETING ALSO QUORUM IS NOT PRESENT , THE

MEETING SHALL BE CONDUCTED.
 NOTICE ( SEC- 101)
SECTION 101- FOR A MEETING TO BE PROPERLY CONVENED, PROPER NOTICE TO PROPER
PERSON IN PROPER TIME BY PROPER AUTHORITY

PROPER PERSON PROPER NOTICE

• PROPER NOTICE SHOULD CONTAIN DAY, DATE,
TIME AND PLACE
MEMBERS OR LEGAL DIRECTORS AUTHORITY • PROPER NOTICE CONTAINS AGENDA- LIST OF
REPRESENTATIVE OF BUSINESS MATTERS TO BE TRANSACTED.
DECEASED MEMBER OR E.G-
INSOLVENT MEMBERS’S
ASSIGNEE a) CHAIRMAN HAS POWER TO CHANGE ORDER
b) NOTE- CHAIRMAN IS THE CO-ORDINATOR
CHAIMAN CANNOT DISCUSS NEW ITEM
c) OF THE MEETING, HE CAN DISCUSS POINTS
( ANY ITEM LEFT -- TAKEN IN ADJOURNMENT )
d) BY ANY ORDER IN THE MEETING
 MEMBER COMPANY

NOTICE

• ACCIDENTAL OMMISSION = MEETING VALID

• DELIBERATE OMMISSION = MEETING INVALID

** NOTICE TO BE SERVED TO 1ST NAME JOINT HOLDER

MEMBER COMPANY

NOTICE SEND THROUGH REGISTERED POST

(MEMBER REQUESTING TO SERVE THE NOTICE IN A
REQUEST PARTICULAR MODE, COMPANY IS NOT BOUND TO
SERVE IN THAT MANNER UNLESS THE MEMBER HAS
DEPOSITED COST OF SERVICE. )
 PROPER TIME

ATLEAST 21 CLEAR DAYS BEFORE THE MEETING.

WHILE COMPUTING 21 CLEAR DAYS THE DATE OF SERVICE OF

NOTICE & DATE OF MEETING BOTH ARE EXCLUDED

NOTICE IF SENT BY ADVERTISEMENT/ EMAIL GETS SERVED ON THE

SAME DAY.
NOTICE SENT BY POST-
FOR POST IT IS DEEMED TO BE SERVED AFTER EXPIRY OF 48 HOURS
ADVERTISEMENT- 22ND FEB 23RD FEB
FROM DISPATCH OF POST.
E.G- 1st FEB (ADVERTISEMENT/
E.G- 1st FEB (NOTICE SERVED) 1st FEB (POST)
EMAIL)

+22 DAYS (NOTICE SERVED)

+24 DAYS 3rd FEB (SERVICE)
______
23rd FEB _______
25th FEB 25th FEB
 SHORTER NOTICE
1st FEB NOTICE SENT FOR A MEETING ON 10th FEB

MEETING CAN BE CALLED AT A SHORTER NOTICE IF BEFORE SENDING SUCH A SHORTER

NOTICE CONSENT IS OBTAINED.

CONSENT REQUIRED TO CALL A MEETING BY GIVING SHORTER NOTICE

ANY OTHER
AGM GM
COMPANY HAVING
SHARE CAPITAL COMPANY NOT HAVING SHARE
ATLEAST 95% OF TOTAL CAPITAL
MEMBERS ENTITLED TO
VOTE MAJORITY OF MEMBERS HOLDING MEMBERS HOLDING ATLEAST 95% OF
ATLEAST 95% OF PAID UP SHARE VOTING POWER
CAPITAL (PUSC)
 SEC 102- EXPLANATORY STATEMENT

IT IS REQUIRED TO BE ANNEXED WITH NOTICE FOR EVERY SPECIAL BUSINESS.

E.G FOR ITEMS (e) EXPLANATORY EXPLANATORY STATEMENT WILL CONTAIN-

STATEMENT IS REQUIRED 1) MEANING, SCOPE, IMPLICATION OF THAT SPECIAL BUSINESS.
AGENDA- 2) WILL CONTAIN DISCLOSURE OF INTEREST WHETHER FINANCIAL OR
a–A NON- FINANCIAL IN THE SPECIAL BUSINESS OF:-
b- D A)EVERY DIRECTOR , MANAGER
c- D B)EVERY KMP (KEY MANAGERIAL PERSONNEL)
d- A C)RELATIVES OF ABOVE
e- (CHANGING NAME OF COMPANY) 3) IF CO. (MEPL) IS ENTERING INTO A TRANSACTION WITH OTHER CO. (X
LTD) WHOSE ATLEAST 2% PUSC IS HELD BY PROMOTERS, DIRECTORS,
MANAGER OR KMP OF MEPL THEN IT MUST BE MENTIONED IN
EXPLANATORY STATEMENT
 KMP 2(5)

CEO/MD/MANAGER CFO CS
WHOLE TIME DIRECTOR

(THIS MEANS PART TIME DIRECTOR IS NOT A KMP. STILL HIS INTEREST IF ANY WILL
BE DISCLOSED BECAUSE HE IS A DIRECTOR)
 IS EXPLANATORY STATEMENT REQUIRED FOR APPOINTMENT?
MAY OR MAY NOT
APPOINTMENT OF DIRECTOR

IN PLACE OF RETIRING DIRECTOR FRESH APPOINTMENT

(NOT IN PLACE OF RETIRING)

ORDINARY BUSINESS SPECIAL BUSINESS

FOR WHICH EXPLANATORY STATEMENT EXPLANTORY STATEMENT

NOT REQUIRED REQUIRED
 WHAT IF SHAREHOLDER HAS NOT BEEN GIVEN
NOTICE

ACCIDENTAL OMMISSION DELIBERATE

MEETING WILL BE VALID INVALID

 NOTICE WAS GIVEN ON 1ST FEB FOR A MEETING TO BE CONDUCTED ON 15TH FEB
i) WHAT SHOULD HAVE BEEN THE EARLIEST DAY?
A) IF SERVED BY ADVERTISEMENT/EMAIL = 1st FEB + 22 DAYS = 23rd FEB
B ) IF SERVED BY POST = 1st FEB + 24 DAYS = 25th FEB
ii) CAN THE ABOVE MEETING ON 15TH FEB STILL VALID?
IF BEFORE SENDING SUCH SHORTER NOTICE REQUIRED CONSENT WAS OBTAINED
IMPORTANT NOTES-
1) IN CASE OF SEC 8 COMPANY THEY HAVE BEEN EXEMPTED THAT INSTEAD OF SENDING ATLEAST 21
CLEAR DAYS NOTICE THEY CAN SEND ATLEAST 14 CLEAR DAYS NOTICE.
2) PRIVATE CO. HAVE BEEN EXEMPTED FROM SEC 101 TO 107,109 OF THE COMPANIES ACT 2013, IF
THEY MAKE THEIR OWN PROVISIONS IN ARTICLES
3) IFSC (INTERNATIONAL FINANCIAL SERVICE CENTRE) COMPANIES HAVE ALSO BEEN EXEMPTED
FROM SEC 101 TO 107, 109 IF THEY MAKE THEIR OWN PROVISIONS IN ARTICLES.
IFSC COMPANIES ARE INDIAN COMPANIES WHICH PROVIDE FINANCIAL SERVICES TO FOREIGN
INVESTORS.
 SEC 105- PROXY

i. AS PER SECTION 105 OF THE CO. ACT 2013, ANY MEMBER WHO IS ENTITTLED TO ATTEND &
VOTE AT THE MEETING OF COMPANY SHALL ALSO HAVE A RIGHT TO APPOINT PERSON AS
HIS PROXY TO ATTEND & VOTE ON HIS BEHALF.
ii. PROXY CANNOT SPEAK AT THE MEETING & CANNOT VOTE EXCEPT BY POLL. THIS MEANS
PROXY CAN VOTE BY POLL & NOT BY SHOW OFF HANDS.

iii) VOTE BY POLL VOTE BY SHOW OFF HANDS

** VOTING RIGHT IS GIVEN ON THE BASIS OF NO. ** ALL MEMBERS ARE GIVEN EQUAL
OF SHARES HELD BY THAT MEMBER VOTING POWER. i.e. ONE VOTE EACH
** 1 SHARE = 1 VOTE ** 1 MEMBER = 1 VOTE
** PROXY CAN ALSO VOTE ** PROXY CANNOT VOTE
** POLLING PAPER IS GIVEN IN FORM NO. MGT 2 ** NO SUCH FORMS
iv) TO APPOINT A VALID PROXY FORM MGT 11 HAS TO BE DEPOSITED AT
COMPANIES REGISTERED OFFICE ATLEAST 48 HOURS BEFORE THE MEETING.
v) ORIGINAL SHAREHOLDERS CAN HIMSELF ATTEND & VOTE BEFORE HIS
PROXY HAS VOTED.
CASE LAW- COUSINS VS INTERNATIONAL BRICK CO. LTD
vi) SEC 112

MEPL
CG SHAREHOLDER SG SHAREHOLDER

GOVERNOR OF THAT STATE

PRESIDENT WILL SEND RM TO ATTEND GM (REPRESENTATIVE MEMBER)

GENERAL MEETNG
REPRESENTATIVE MEMBER (RM) APPOINTED BY PRESIDENT /GOVERNOR SHALL HAVE ALL THE
RIGHTS OF A MEMBER.
vi) SEC 113

MEPL

SHAREHOLDER
Katrina ltd.
ITS BOD WILL SEND RM TO ATTEND GM.
RM SHALL HAVE ALL THE RIGHTS OF A MEMBER
GM
vii) A PERSON CAN BECOME PROXY FOR MAX 50 MEMBERS PROVIDED
THAT THE SHAREHOLDING SHOULD NOT EXCEED 10% OF PUSC.
HOWEVER IF A SINGLE MEMBER IS HOLDING 10% OR MORE PUSC THEN
HIS APPOINTED PROXY CANNOT BECOME PROXY FOR ANYONE ELSE
 IN CASE OF SECTION 8 COMPANY PROXY CAN’T BE AN OUTSIDER i.e, HE
HAS TO BE A MEMBER
• Q) CAN MEMBERS INSPECT PROXY FORM?

• Yes by satisfying 3 conditions

WHEN ONLY 24 HRS ARE LEFT TO AFTER GIVING 3 DAYS WRITTEN

START THE MEETING AND TILL DURING BUSINESS HOURS NOTICE AT COMPANY’S REGISTERED
THE CONCLUSION OF MEETING OFFICE
 CAN AN AUDITOR No an auditor cannot appoint
APPOINT PROXY? proxy.

• MR. A , A SHAREHOLDER OF MA LTD APPOINT MR.X (NON MEMBER) AS HIS PROXY 60 HOURS BEFORE
THE MEETING. IS PROXY VALID?

 RELATED PROVISIONS : AS PER SEC.105 OF THE COMPANIES ACT 2013,ANY MEMBER WHO IS ENTITLED
TO ATTEND AND VOTE SHALL ALSO HAVE A RIGHT TO APPOINT ANY PERSON AS HIS PROXY TO ATTEND
& VOTE ON HIS BEHALF. PROXY MAY OR MAY NOT BE A MEMBER. PROXY MUST BE APPOINTED
ATLEAST 48HRS BEFORE THE MEETING BY SUBMITTING FORM MGT 11 AT COMPANIES REGISTERED
OFFICE.
IF COMPANY ON BEHALF OF ANY MEMBER SENDS INVITATION TO OTHER
MEMBERS OR PERSON FOR BECOMING PROXY OF A MEMBER THEN ALL THE
OFFICER IN DEFAULT SHALL BE LIABLE TO PENALTY OF RS 5000.
PROVIDED THAT IF A COMPANY PROVIDES A LIST OF MEMBERS/PERSON WHO
ARE WILLING TO ACT AS A PROXY AND COMPANY HAD ALREADY COMPLIED
SUCH LIST AND IS ELIGIBLE TO EVERY MEMBER FOR FREE OF COST , THE OFFICER
OF COMPANY WILL NOT BE GUILTY.
FACTS & ANALYSIS : IN THE GIVEN CASE STUDY MR. A WHO IS A SHAREHOLDER HAS A
RIGHT TO APPOINT A PROXY. IT DOES NOT MATTER THAT MR. X IS A NON MEMBER.
FURTHER HE HAS BEEN APPOINTED ATLEAST 48 HRS (60 HRS) BEFORE THE MEETING.

CONCLUSION : THUS FROM THE ABOVE DISCUSSION WE CONCLUDE THAT

MR.X IS A VALID PROXY.
QUESTION
MR.A, A SHARE HOLDER OF MA. LTD HAS APPOINTED MR.X & MR.B AS HIS
PROXY, 60 HRS & 50 HRS BEFORE MEETING. COMMENT.

ANSWER
LATEST PROXY IF APPOINTED IN TIME WILL BE VALID. OTHERWISE FORMER
PROXY WHO WAS APPOINTED IN TIME WILL BE VALID. IN THIS CASE ‘B’ IS VALID.
QUESTION
WILL YOUR ANSWER CHANGE IN ABOVE QUESTION IF MR.B WAS APPOINTED 30
HOURS, BEFORE MEETING?

ANSWER
FORMER PROXY ‘X’ WILL BE VALID.
QUESTION
WHAT WILL BE YOUR ANSWER IN ABOVE QUESTION IF MR.A THE ORIGINAL
SHARE HOLDER HIMSELF WANT TO ATTEND THE MEETING, ALTHOUGH MEETING
HAS STARTED?

ANSWER
AS PER THE CASE LAW OF COUSINS VS INTERNATIONAL BRICK CO.LTD, ORIGINAL
SHARE HOLDER CAN ATTEND & VOTE HIMSELF BEFORE HIS PROXY HAS VOTED.
QUESTION
PRESIDENT OF INDIA OR GOVERNER OF STATE,MEMBER OF MA LTD APPOINTED
MR.A TO ATTEND THE MEETING OF MA LTD.MR ‘A’ WANTS TO APPOINT PROXY
MR. B. ADVICE ,ALSO COMMENT ON THE RIGHT OF MR. A & MR. B.

ANSWER
MR. A BEING A REPRESENTATIVE MEMBER CAN APPOINT PROXY (MR.B)
 • RIGHTS OF A REPRESENTATIVE MEMBER

He can vote He can RIGHTS OF PROXY:

He can speak He can vote also be Of all the above rights
by show off
at meeting by poll counted in proxy only has right to
hands
quorum vote by poll.
QUESTION
MR. A , A SHAREHOLDER OF MA LTD WANTS TO APPOINT FRESH PROXY FOR
ADJOURNED MEETING?

ANSWER
ALLOWED BUT ATLEAST 48 HOURS BEFORE THE MEETING.
QUESTION
ARTICLE OF MA LTD PROVIDES 60HRS AS A VALID TIME TO APPOINT
PROXY. ADVICE.

ANSWER
IF ARTICLES PROVIDE LONGER TIME THEN 48HRS THEN IT WILL BE READ AS 48
HRS ONLY.
(IF IT WAS PRIVATE COMPANY THEN 60 HOURS MENTION IN ARTICLES WILL BE
VALID)
QUESTION
SRK LTD IS A MEMBER OF MA LTD & HAS APPOINTED MR.SRK.

ANSWER
SRK WILL BE TREATED AS REPRESENTATIVE MEMBER.
QUESTION
DIFFERENT SHAREHOLDERS OF MA LTD HAVE APPOINTED MR.RAVI AS THEIR
PROXY. ADVICE.

ANSWER
YES,PROVIDED THEIR SHAREHOLDING DOES NOT EXCEEDS 10 %
 ANNUAL GENERAL MEETING- SECTION : 96

TIME LIMIT OF AGM:

15 MONTHS FROM LAST AGM.
6 MONTHSFROM END OF END OF FINANCIAL YEAR.
WHICHEVER IS EARLIER.

E.G- COMPUTE AGM DUE DATE OF FY 19-20 IF ITS LAST AGM WAS HELD ON 1.5.19
ANS - 15 months from last AGM = 1.5.20
+3 months = 1.8.20
6 months 31/3/20- 30/9/20

EARLIER= 1/8/20
COMPANY MAY APPLY TO ROC FOR EXTENTION OF DUE DATE OF AGM (OTHER THAN FIRST
AGM) IN FORM GNL. 1 ON THE GROUNDS OF SPECIAL REASON(REASONS BEYOND HUMAN
CONTROL) & ROC CAN GRANT MAX 3 MONTHS EXTENSION.

TIME LIMIT OF FIRST AGM:- 9 MONTHS FROM THE END OF A FINANCIAL YEAR.

EXAMPLE
IF COMPANY GOT INCORPORATED ON 1ST NOV 2020 THEN ITS FY WILL END ON 31ST MARCH
2021.
FIRST AGM DUE DATE WILL BE FROM 9 MONTHS FROM 31.3.21≅ 31.12.21.
IF FIRST AGM HELD WITHIN THE ABOVE TIME LIMIT NO NEED TO CONDUCT ANY AGM IN YEAR
OF ITS INCORPORATION
 DAY,TIME & PLACE OF AGM:
• DAY= ANY DAY EXCEPT NATIONAL HOLIDAY
• PUBLIC HOLIDAY

SUNDAY NATIONAL
✔️AGM AGM

TIME=BUSINESS HOURS PLACE= AT REGISTERED OFFICE OR WITHIN SAME

(9AM TO 6 PM) CITY/TOWN/VILLAGE IN WHICH REGISTERED OFFICE IS
SITUATED.
EXEMPTIONS GIVEN TO:

UNLISTED COMPANY:
Can conduct its AGM
any place in India
after written consent SEC.8 COMPANY:
of 100% members. Can conduct its AGM
GOVT COMPANY:
on any day/ time, place
Can conduct its AGM at
as its members may
any place as decided by
decide.
CG.
SEC 97: IF COMPANY DEFAULTS IN CALLING AGM U/S 96 THEN ANY MEMBER MAY
APPLY TO TRIBUNAL/NCLT & MAY EITHER CALL AGM OR DIRECT THE COMPANY TO
CALL AGM & GIVE DIRECTIONS THAT EVEN 1 MEMBER PRESENT PERSONALLY OR
PROXY WILL CONSTITUTE A VALID AGM.
 SEC 100: EGM
1. BOD MAY WHENEVER DEEMS FIT CALL ON EGM .
2. MEMBER(S) HOLDING ATLEAST 1/10TH PUSC OR VOTING POWER CAN MAKE A
WRITTEN REQUEST TO CALL EGM AT CO’S REGISTERED OFFICE.
 WITHIN 21 DAYS BOD SHALL TAKE STEPS TO CALL MEETING.
 SO THAT MEETING IS CONDUCTED WITHIN 45 DAYS FAILING WHICH
REQUISITIONIST CAN THEMSELVES CALL
 WITHIN 3 MONTHS.

All the above time limits of 21 days, 45 days, 3 months are counted from the date
of receipt of written request.
QUESTION
CAN A SINGLE MEMBER HOLDING 10000 SHARES OUT OF COMPANY’S 100000
SHARES REQUEST EGM?

ANSWER
YES
QUESTION
WHAT IF BOD CALLS EGM IN THE ABOVE QUESTION BUT THAT MEMBER ALONE IS
PRESENT?

ANSWER
MEETING WILL BE CANCELLED.
QUESTION
WILL MEMBERS REQUESTING FOR EGM HAVE TO DISCLOSE THE REASON?

ANSWER
YES
 SEC 98: NCLT POWER TO CALL THE EGM

EXAMPLE:
2 DIRECTORS AGREE BUT
2 DIRECTORS DISAGREE I.E, DEADLOACK BETWEEN DIRECTORS)
THEN NCLT ON APPLICATION OF ANY MEMBER OR ANY DIRECTOR OR SUO
MOTU (OWN MOTION)MAY EITHER CALL OR DIRECT THE COMPANY TO CALL
EGM & MAY ORDER THAT EVEN A SINGLE MEMBER PRESENT IN PERSON OR BY
PROXY WILL BE CONSTITUTE A VALID EGM.
PROVIDED THAT AN EGM CALLED BY BOD OTHER THAN OF THE WHOLLY OWNED
SUBSIDIARY OF A COMPANY INCORPORATED OUTSIDE INDIA SHALL BE HELD AT
A PLACE WITHIN INDIA.
 WHAT IF BOD REFUSE TO CALL EGM?

REQUISITIONIST CAN THEMSELVES CALL EGM

WITHIN 3MONTHS OF REQUEST & Apply to NCLT U/S 98.
REASONABLE EXPENSES INCURRED BY THEM IN
CALLING SUCHMEETING WILL BE REIMBURSED
BY CO. & WILL RECOVER FROM DEFAULTING
DIRECTORS BY DEDUCTING THEIR FEES.
PARTICULARS AGM EGM CALLED BY
BOD REQUISITIONIST
PLACE RO OR CTV ANY PLACE IN INDIA BUT IF RO ON C/T/V IN WHICH
(CITY/TOWN/VILLAGE) IT WAS OF COMPANY RO IS SITUATED (RULE
IN WHICH RO IS SITUATED INCORPORATED OUTSIDE 17)
(SEC 96) INDIA THEN ANY PLACE IN
WORLD SEC 100
UNLISTED AFTER 100% MEMBERS
COMPANY CONSENT, ANY PLACE IN
INDIA (SEC 96)
DAY ANY DAY EXCEPT NATIONAL ANY DAY ANY DAY EXCEPT
HOLIDAY(SEC 96) NATIONAL HOLIDAY
(RULE 17)
TIME 9AM TO 6PM ANY TIME 9AM TO 6PM (SS2) ICSI
SECRETARIAL
STANDARDS.
 SEC 99:
FINE ON CO. & OFFICER IN DEFAULT FOR VIOLATION OF SEC 96 OR 97 OR 98
IS
RS. 1 LAKH (+) 5000/DAY TILL THE DEFAULT CONTINUES.
QUESTION 1
THE CHAIRMAN…..

ANSWER
IF CHAIRMAN CAST HIS ORIGINAL VOTE IN FAVOUR THEN IT BECOMES 7 I.E,
TIE WITH VOTES AGAINST. SINCE ARTICLES ARE AUTHORISING CHAIRMAN GETS
A CASTING VOTE WHICH IF CAST IN FAVOUR THEN RESOLUTION IS PASSED.
QUESTION 2
THE ARTICLES OF ASSOCIATION OF…...

ANSWER
 COUNTED AS ONE.
 NOT COUNTED BECAUSE AS PER SEC 47 THEY CAN BE COUNTED IN QUORUM &
ALLOWED TO VOTE ONLY ON MATTERS WHICH DIRECTLY AFFECT THEM.
 COUNTED AS 3.
 PROXIES ARE NOT COUNTED
TOTAL COUNT IS =1+3=4
WHICH MEANS QUORAM FALLS SHORT BY 2 MEMBERS.SO
MEETING WILL ADJOURNED.
QUESTION 3
NOTICE……

ANSWER
YES BECAUSE IT WAS DECLARED AS A NATIONAL HOLIDAY AFTER DISPATCH OF
NOTICE.
QUESTION 4
CAN 2 AGM BE HELD ON SAME DAY?

ANSWER
IT IS PERMISSIBLE TO HOLD 2 AGM’S ON SAME DAY,PROVIDED TWO DIFFERENT
NOTICES ARE SENT & BOTH THE AGM’S ARE HELD AT DIFFERENT TIME.
 SEC 104- CHAIRMAN
READ WITH SS2 (CO. LAWS’S STANDARD APPROVED BY CG, ISSUED BY ICSI)

BUT IF NO
DIRECTOR IS
DIRECTOR PRESENT WITHIN
AMONGST 15 MINUTES OR
THEMSELVES PRESENT BUT DO
BUT IF CM OF BM NOT WANT TO
IS NOT PRESENT IN SHALL APPOINT
ANY DIRECTOR TO BECOME CM THEN
CM OF BM SHALL GM WITHIN 15
MINUTES OR IF BE CM OF GM
BE THE CM OF GM
PRESENT BUT
DOES NOT WANT
TO BECOME CM OF
GM THEN
 SEC 104- CHAIRMAN
READ WITH SS2 (CO. LAWS’S STANDARD APPROVED BY CG, ISSUED BY ICSI)

BUT IF MEMBER(S)
HOLDING ATLEAST
1/10TH OF PUSC OR
MEMBERS PRESENT
VOTING POWER OR
SHALL ELECT ONE
PAID UP SHARES OF
AMONGST
BUT IF ARTICLES RS.500000
THEMSELVES AS CM
ARE SILENT THEN DEMAND POLL
BY SHOW OFF
CM WILL BE THEN CM WILL BE
HANDS
APPOINTED AS PER ELECTED BY VOTE
ARTICLES OF CO. BY POLL
QUESTION
AT THE ANNUAL GENERAL MEETING…

ANSWER
MEMBERS OBJECTIONS IS INCCORECT BECAUSE CM OF BM HAS THE RIGHT TO
BECOME CM OF GM
QUESTION
CAN ADJOURNED MEETING (AGM) BE HELD ON PUBLIC HOLIDAY?

ANSWER
YES, IF IT’S A SUNDAY BUT NO IF IT’S A NATIONAL HOLIDAY.
 SEC 106 RESTRICTION ON VOTING RIGHT OF SHAREHOLDER

A CO. CAN RESTRICT SHAREHOLDERS’S VOTING RIGHT BY MENTIONING

IN ITS ARTICLES.
RESTRICTION:-

ANY OTHER SUM DUE ON COMPANY HAS EXERCISED

CALLS IN ARREAR
SHARES. RIGHT OF LIEN ON SHARES.
 EXAMPLE 1. MR X SHAREHOLDER OF MA LTD --- CALLS IN ARREAR
ARTICLE SILENT

VOTING RIGHT RESTRICT

YES NO

EXAMPLE 2. ARTICLE SOF MEPL MEMBERS 4 GM ABSENT, 5TH AGM CANNOT VOTE

VOTING RIGHTS RESTRICT

YES NO
QUESTION
MR X, A SHAREHOLDER OF MA LTD DEFAULTED A CALL MONEY COMPANY
WANTS TO RESTRICT HIS VOTING RIGHT BUT ARTICLES ARE SILENT. ADVICE.

ANSWER
RELATED PROVISONS- AS PER THE PROVISIONS OF SEC 106 OF THE COMPANIES
ACT 2013, COMPANY CAN RESTRICT SHAREHOLDING VOTING RIGHT BY
MENTIONING IN ITS ARTICLES FOLLOWING 3 GROUNDS-
a)CALLS IN ARREARS
b)ANY OTHER SUM DUE ON SHARES
c)CO. HAS EXERCISED RIGHT OF LIEN ON SHARES
FACTS & ANALYSIS- IN THE GIVEN CASE SHAREHOLDER MR. X DEFAULTED CALL
MONEY I.E. CALLS IN ARREAR WHICH IS ONE OF THE 3 GROUNDS OF
RESTRICTION ON VOTING RIGHTS BUT IT IS TO BE NOTED THAT SUCH
RESTRICTIONS SHOULD HAVE BEEN MENTIONED IN ARTICLES WHICH IN THE
GIVEN CASE IS SILENT.
CONCLUSION: THUS, FROM THE ABOVE DISCUSSION WE CONCLUDE THAT MR.
X’S VOTING RIGHT CAN’T BE RESTRICTED
QUESTION
MA LTD MENTIONED IN ITS ARTICLES THAT IF A SHAREHOLDER ABSENCE
HIMSELF IN 3 GM THEN HE WON’T BE ALLOWED TO VOTE IN 4TH GM. ADVICE

ANSWER
SUCH RESTRICTIONS IS INVALID
QUESTION
MA LTD MENTIONED IN ITS ARTICLES THAT IF A SHAREHOLDER ABSENCE
HIMSELF IN 3 GM THEN HE WON’T BE ALLOWED TO VOTE IN 4TH GM. ADVICE1

ANSWER
SUCH RESTRICTIONS IS INVALID
QUESTION
WHAT IF IN ABOVE QUESTION IT WAS MA PRIVATE LTD.

ANSWER
THEN SUCH RESTRICTIONS IS VALID BECAUSE PVT COMPANY CAN MAKE ITS
PROVISIONS IN ARTICLES RELATED TO SEC 101 TO 107, 109.
 SECTION 107- VOTING BY SHOW OFF HANDS

VOTING WILL TAKE PLACE BY SHOW OFF HANDS UNLESS POLL IS

DEMANDED U/S 109 OR VOTING IS CARRIED OUT ELECTRONICALLY
U/S 108.
 SECTION 109- VOTE BY POLL

VOTE BY POLL CAN BE DEMANDED BY

CHAIRMAN MEMBER(S) HOLDING
ON ITS OWN ATLEAST 1/10TH OF PUSC
MOTION OR HOLDING SHARES OF
PAID UP VALUE MIN RS.
500000

** POLL CAN BE DEMANDED EVEN AFTER SHOW OFF HANDS

 SECTION 108 E-VOTING
APPLICABILITY OF SEC 108

EVERY COMPANY WHOSE EVERY COMPANY HAVING

EQUITY SHARES ARE LISTED AND MIN 1000 MEMBERS
IN RSE
QUESTION
CAN IT BE APPLICABLE ON A PVT COMPANY?

ANSWER
NO, BECAUSE PVT COMPANY’S EQUITY SHARES CANNOT BE LISTED & ALSO THEY
DON’T HAVE MINIMUM NUMBER OF 1000 MEMBERS.
QUESTION
CAN IT BE APPLICABLE ON A PVT COMPANY?

ANSWER
NO, BECAUSE PVT COMPANY’S EQUITY SHARES CANNOT BE LISTED & ALSO THEY
DON’T HAVE MINIMUM NUMBER OF 1000 MEMBERS.
QUESTION
IS SEC 108 APPLICABLE ON ALL LISTED COMPANY’S?

ANSWER
NO, IT APPLIES ONLY ON THOSE LISTED COMPANY’S WHICH HAVE GOT THERE
EQUITY SHARES LISTED ON RSE
 THE ENTIRE PROCEDURE OF E-VOTING IS MENTIONED IN RULE 20 OF THE
COMPANIES(MANAGEMENT & ADMINISTRATION) RULES 2014

RULE 20:
1) NOTICE WILL BE SENT TO MEMBERS BY SPEED POST/
DIRECTORS REGISTERED POST
AUDITOR COURIER
EMAIL

2) NOTICE TO BE POSTED ON WEBSITE IF ANY OF COMPANY IS AGENCY.

3) NOTICE SHALL CONTAIN

STATEMENT THAT MEMBERS WHO DON’T

MEMBERS WHO CAST THEIR
REMOTE E-VOTING CAST THEIR VOTE BY
VOTE BY REMOTE E-VOTING
FACILITY IS PROVIDED REMOTE E-VOTING CAN
CAN ATTEND THE MEETING
VOTE AT THE MEETING
BUT NOT VOTING.
 4) NOTICE SHALL ALSO CONTAIN

PROCESS OF REMOTE STEPS TO GENERATE TIME SCHEDULE OF

LOGIN ID
E-VOTING. PASSWORD REMOTE E-VOTING.
5) NOTICE WILL BE PUBLISHED IN 2 NEWSPAPER

ENGLISH LANGUAGE IN VERNACULAR LANGUAGE IN

ENGLISH NEWSPAPER. VERNACULAR NEWSPAPER.
BOTH HAVING WIDE CIRCULATION IN THE DISTRICT WHERE COMPANY’S
REGISTERED OFFICE IS SITUATED
• STATEMENT THAT REMOTE E-VOTING IS PROVIDED
• MEMBERS WHO DON’T CAST THEIR VOTE BY REMOTE E-VOTING CAN
VOTE AT THE MEETING
• MEMBERS WHO CAST THEIR VOTE BY REMOTE E-VOTING CAN ATTEND
THE MEETING BUT NOT VOTING
• STEPS TO RECEIVE LOGIN ID
• STEPS TO RECEIVE PASSWORD
• TIME SCHEDULE
• DETAILS OF PERSON WHOM’S SHAREHOLDER CAN CONTACT
6) TIME: REMOTE EVOTING VOTING IS OPEN FOR MINIMUM THREE DAYS AND
CLOSED EXACTLY AT 5 P.M. IMMEDIATELY BEFORE THE DAY OF MEETING.
7) MEMBERS : WHO DID NOT VOTE BY REMOTE E-VOTING CAN ATTEND AND VOTE
AT THE MEETING AND WHO VOTED BY THE REMOTE E-VOTING CAN ATTEND BUT
NOT VOTE AGAIN.
8) BLOCK: E -VOTING TO BE BLOCKED EXACTLY AT 5 PM IMMEDIATELY BEFORE THE
DAY OF MEETING.
9) APPOINTMENT: BOD SHALL APPOINT CA/ CS /CMA IN PRACTICE /ADVOCATE
AS A SCRUTINIZER TO COUNT THE VOTE. SCRUTINIZER MAY TAKE ASSISTANCE OF
ONE PERSON WHO IS NOT IN EMPLOYMENT OF COMPANY.
10) FUNCTION OF SCRUTINIZER: HE SHOULD BE WILLING TO ACT AS A
SCRUTINIZER TO COUNT THE VOTE.
11) ROLE OF CHAIRMAN: IT'S HIS DUTY TO ALLOW THE MEMBERS TO VOTE AT
THE MEETING WHO DID NOT CAST THEIR VOTE BY REMOTE E - VOTING
12) COUNTING OF VOTES: SCRUTINIZER WILL FIRST COUNT THE VOTES CAST IN
MEETING AND THEN REMOTE E- VOTING VOTES.
13) ACCESS OF VOTES ONLY TO SCRUTINIZER
14) MAINTENANCE OF REGISTER: SCRUTINIZER WILL MAINTAIN REGISTER
RECORDING THAT WHICH MEMBER VOTED IN FAVOUR AND WHICH AGAINST.
15) SUBMISSION OF REPORT AND REGISTER: BY SCRUTINIZER TO CM WITHIN 3
DAYS OF MEETING IN FORM MGT 13.
 16) DECLARATION OF RESULT: WILL BE DONE BY CM AND DATE OF PASSING
RESOLUTION WILL BE THE DATE OF MEETING

17) E -VOTING RESOLUTION ONCE PROPOSED CANNOT BE WITHDRAWN

TOTAL 17 POINTS

11 POINTS

5 POINTS (NOTICE) 3 POINTS (TMB) 3 POINTS (SCRUTINIZER)

 17) E -VOTING RESOLUTION ONCE PROPOSED CANNOT BE WITHDRAWN

TOTAL 17 POINTS

6 POINTS

5 POINTS (NOTICE) 3 POINTS (TMB) 3 POINTS (SCRUTINIZER)

 SEC 110 POSTAL BALLOT

IN IT COMPANY INSTEAD OF CONDUCTING GENERAL MEETING WILL SEND A DRAFT

RESOLUTION TO ALL MEMBERS GIVING THEM 30 DAYS TIME TO REPLY WITH A
ASSENT OR DISSENT.
CG HAS PRESCRIBED 10 MATTERS IN RULE 22 WHICH SHALL BE DISCUSSED BY EVERY
COMPANY OTHER THAN :-
A) OPC
B) COMPANY HAVING UPTO 200 MEMBERS
1. SHIFTING OF RO OUTSIDE LOCAL LIMITS OF COMPANY UNDER SECTION 13
2. CHANGE OF OBJECT CLAUSE UNDER SECTION 13
3. USING UNLISTED AMOUNT OF PUBLIC ISSUE FOR SOME OTHER OBJECT UNDER
SECTION 13
4. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS SECTION 43
5. VARIATION OF SHAREHOLDER’S RIGHT U/S 48
6. BUYBACK U/S 68
7. ALTERATION OF ARTICLES TO CONVERT PUBLIC CO. TO PRIVATE CO. U/S 14
8. APPOINTMENT OF SMALL SHAREHOLDER’S DIRECTOR U/S 151
9. SALE OF UNDERTAKING U/S 180
10. LOAN, INVESTMENT, GUARANTEE, SECURITY GIVEN BY U/S 186(3)
IMPORTANT- THE PROVISIONS OF RULE 20 (E-VOTING) SHALL MUTATIS MUTANDIS IN
CASE OF POSTAL BALLOT.
 POSTAL BALLOT

10 MATTERS COMPULSORY FOR REST MATTERS OPTIONAL FOR

EVERY COMPANY EXCEPT OPC, EVERY COMPANY TO DISCUSS BY
COMPANY HAVING UPTO 200 POSTAL BALLOT EXCEPT 2 MATTERS
MEMBERS WHICH CAN’T BE DISCUSSED BY
POTAL BALLOT

ORDINARY BUSINESS MATTERS IN WHICH

I.E. ADDA AUDITOR, DIRECTOR HAVE
RIGHT TO BE HEARD
 E-VOTING
1) SEC 108 READ WITH RULE 20
2) GM WILL TAKE PLACE
3) APPLICABLE ON-
a) COMPANY WHOSE EQUITY
SHARE LISTED ON RSE.
b) COMPANY HAVING MIN 1000
MEMBERS.
POSTAL BALLOT
1) SEC 110 READ WITH RULE 22
2) GM WILL NOT TAKE PLACE
3) 10 MATTERS PRESCRIBED BY
CG APPLICABLE ON ALL
COMPANY.
EXCEPT OPC AND COMPANY
HAVING UPTO 200 MEMBERS.
 SECTION 111- CIRCULATION OF MEMBERS RESOLUTION
MEMBER (S) NOW CO. WILL DECIDE TO CIRCULATE TO
HOLDING WRITTEN REQUEST REMAINING MEMBERS OR NOT. IF CO. THINKS
MEMBERS DOING FOR PUBLICITY OR
ATLEAST COMPANY
DEFAMATION, THEN TAKE RD’S APPROVAL TO
1/10TH OF NOT TO CIRCULATE
AT RO
PUSC/VP
SIGNED BY ALL REQUISIONISTS

ALONG WITH COST OF CIRCULATING TO

REMAINING MEMBERS
RD OTHERWISE
APPROVED CIRCULATE

PROPOSING A NEW RESOLUTION PROPOSING ANY OBJECTION/

ADDITIONAL VIEW POINT DON’T CIRCULATE
IF AFTER MEMBER HAS PROPOSED A RESOLUTION TO
ATLEAST 6 WEEKS
ATLEAST 2 WEEKS CO. & CO. CALLS AGM WITHIN 6 WEEKS THEN IT WILL BE
BEFORE AGM DEEMED THAT MEMBER HAS PROPOSED SUCH
BEFORE GM
RESOLUTION 6 WEEKS BEFORE AGM
 SEC 118 MINUTES
IT REFERS TO THE DECISIONS & PROCEEDINGS THAT TOOK PLACE IN MEETING
BASIS GENERAL MEETING BOARD MEETING
1. TIME LIMIT OF PREPARATION WITHIN 30 DAYS OF CONCLUSION OF WITHIN 30 DAYS OF CONCLUSION OF
MEETING MEETING
2 .TIME LIMIT OF SIGNING WITHIN 30 DAYS OF CONCLUSION OF NO TIME LIMIT
MEETING
3. SIGNING AUTHORITY CM OF THAT MEETING OR IN CASE OF CM OF THAT MEETING OR IN CASE OF
HIS INCAPACITY BY DIRECTOR HIS INCAPACITY CM OF NEXT BM
AUTHORIZED BY BOD
4. WHO WILL KEEP THE SAFE CS OR ANY DIRECTOR AUTHORUIZED CS OR ANY DIRECTOR AUTHORUIZED
CUSTODY BY BOD BY BOD
5. TIME LIMIT OF PRESERVATION PERMANENTLY PERMANENTLY

6. PLACE OF PRESERVATION RO OR SAME C/T/V IN WHICH RO IS ANY PLACE IN INDIA

SITUATED
 4 MINUTES BOOKS ARE THERE

COMMITTEE
BOARD MEETING
GENERAL CREDITOR’S
MEETING
MEETING MEETING

WILL BE JUST LIKE

PREPARED MINUTES
JUST LIKE OF BM
MINUTES OF
GM
SEC 118 IS APPLICABLE ON ALL CO. EXCEPT SEC 8 .I.E, CHARITABLE
COMPANIES
HOWEVER IF ARTICLES OF SEC 8 CO. MENTION THAT MINUTES WILL BE
CIRCULATED TO ALL THE MEBERS THEN THEY WILLL HAVE TO PREPARE THE
MINUTES

CM AT HIS ABSOLUTE DISCRETION CAN EXCLUDE 3 TYPES OF MATTERS

FROM MINUTES-F-
i) WHICH IS DETRIMENTAL TO CO’S INTEREST
ii) WHICH IS DEFAMATORY
iii) WHICH IS IRRELEVANT OR IMMATERIAL
 CONTRAVENTION OF SECTION 118

TAMPERING OF MINUTES OTHER VIOLATION

2 YEARS IMPRISONMENT
PENALTY ON COMPANY- 25000
AND
PENALTY ON OFFICER IN DEAFULT- 5000
FINE-
MIN 25,000
MAX 1,00,000
 SEC 119 INSPECTION OF MINUTES OF GM
1. IS ALLOWED TO MEMBERS FREE OF COST DURING BUSINESS HOURS
2. COMPANY CAN PUT RESTRICTION ON SUCH INSPECTION BY MENTIONING IN ARTICLES OR
BY PASSING A RESOLUTION IN GM BUT ATLEAST 2 BUSINESS HOURS HAVE TO BE
ALLOWED FOR SUCH INSPECTION.
3. IF ANY MEMBER WANTS COPY OF THE MINUTES THEN HE WILL GET IT WITHIN 7 DAYS OF
WRITTEN REQUEST ON PAYMENT OF SUCH SUM AS MENTION IN ARTICLES BUT NOT
EXCEEDING RS.10 /PAGE OR PART OF THE PAGE
4. IF MEMBER WANTS, HE CAN TAKE SOFT COPY OF MINUTES OF IMMEDIATELY PRECEEDING
3 FYS FREE OF COST
5. PENALTY OF CONTRAVENTION-
COMPANY- 25000
OFFICER IN DEFAULT- 5000
 SECTION 114 RESOLUTION REQUIRING SPECIAL NOTICE

MEMBER(S) HOLDING ATLEAST 1% VOTING POWER OR PAID UP SHARES MIN

RS. 5 LAKH CAN SERVE SPECIAL NOTICE TO COMPANY ON RESOLUTIONS
/MATTERS FOR WHICH SPECIAL NOTICE IS REQUIRED BY THE ACT.
E.G- FOR REMOVAL OF AUDITOR U/S 140
FOR REMOVAL OF DIRECTOR U/S 169
SUCH SPECIAL NOTICE WILL BE SERVED TO COMPANY ATLEAST 14 DAYS
BEFORE GM & COMPANY WILL SERVE TO ALL MEMBERS ATLEAST 7 DAYS
BEFORE GM BY POST/E-MAIL & IF ITS NOT POSSIBLE FOR CO. TO SERVE THEN
PUBLISH IT IN 2 NEWSPAPER ATLEAST 7 DAYS BEFORE GM
 SECTION 116

IF A RESOLUTION IS PASSED IN AN ADJOURNED MEETING,

THEN THE DATE OF PASSING OF SUCH RESOLUTION WILL BE
THE DATE OF ADJOURNED MEETING.
 SECTION 117 RESOLUTION REQUIRING INTIMATION TO ROC

CO. SHALL INFORM ROC BY SUBMITTING FORM NO. MGT-14

WITHIN 30 DAYS OF PASSING OF FOLLOWING RESOLUTIONS
MATTERS
SR IN GM U/S
179(3)

ANY
VOLUNTARY RESOLUTION RESOLUTION BOARD
VOTING IN CLASS REQUIRING RESOLUTION
POWER MEETING CONSENT OF TO APPOINT/
100% REAPPOINT
MEMBERS MD
NOTE:
i) IFSC CO. HAS BEEN GIVEN 60 DAYS TIME INSTEAD OF 30 DAYS TIME TO
SUBMIT TO MGT-14
ii) PVT CO. & IFSC CO. ARE EXEMPTED TO SUBMIT MGT-14 IN MATTERS OF
SEC 179(3)
 PENALTY FOR CONTRAVENTION

COMPANY OFFICER IN DEFAULT

RS 10000 + 100/DAY BUT RS 10000 + 100/DAY BUT

SUBJECT TO RS 2 LAKH SUBJECT TO RS 50000
 SEC 120: MAINTENANCE OF REGISTERS, RECORDS ETC
IN ELECTRONIC FORM

LISTED COMPANY, ANY COMPANY HAVING ATLEAST 1000

MEMBERS OR DEBENTURE HOLDERS OR SECURITY HOLDER MAY
MAINTAIN THE RECORDS, REGISTERS IN ELECTRONIC FORM.
 SEC 121 : REPORT ON AGM

THIS SECTION APPLIES ONLY ON LISTED PUBLIC COMPANY.

EVERY LISTED PUBLIC COMPANY SHALL SUBMIT A REPORT
ON AGM IN FORM MGT 15 TO ROC WITHIN 30 DAYS OF
AGM MENTIONING THAT AGM WAS PROPERLY CONVENED,
HELD & CONDUCTED.
 SIGNING OF MGT 15

CHAIRPERSON
BUT IN CASE OF HIS CS
INCAPACITY THEN BY ATLEAST- AND
2 DIRECTORS OUT OF WHICH 1
SHALL BE MD IF ANY
 PENALTY FOR CONTRAVENTION

COMPANY
1 LAKH + 500/DAY OFFICER IN DEFAULT:
SUBJECT TO MAX 5 LAKH 25000 + 500/DAY SUBJECT
TO MAX 1 LAKH

SECTION: 122
NON APPLICABILITY OF CERTAIN SECTIONS ON OPC.
 SECTION 98 & SEC 100 TO 111 SHALL NOT APPLY
ON OPC.
**NOTE: OPC IS NOT REQUIRED TO CONDUCT AGM U/S 96 & 97
& 99 ALSO WON’T APPLY.
EFFECTIVELY SEC 96 TO 111 WON’T APPLY.
AN OPC HAVING 1 DIRECTOR ON ITS BOARD CAN TAKE ITS
DECISIONS BY RECORDING IN THE MINUTE BOOK ALONG WITH
DATE & SIGN OF THAT DIRECTOR & SUCH DATE SHALL BE
DEEMED TO BE THE DATE OF BOARD MEETING.
 SEC 88: REGISTER OF MEMBERS,DEBENTURE HOLDERS
& SECURITY HOLDERS

REGISTER OF MEMBERS (ROM)

COMPANY HAVING SHARE COMPANY HAVING NO

CAPITAL SHARE CAPITAL
FORM NO. MGT 1 NO SUCH FORM
 COMPANY HAVING NO SHARE CAPITAL
NO SUCH FORM

BUT WILL PREPARE FORM CONTAINING DETAILS-

i. NAME OF MEMBERS.
ii. ADDRESS OF MEMBERS.
iii. PAN
iv. CIN IN CASE OF BODY CORPORATE.
v. FATHER/MOTHER/SPOUSE NAME.
vi. GUARDIAN’S NAME IN CASE OF MINOR.
vii. DATE OF BECOMING MEMBER.
viii. DATE OF CESSATION OF MEMBERS.
ix. AMOUNT OF GUARANTEE IF ANY.
 TIME LIMIT OF ENTRY IN THE REGISTER OF MEMBERS

WITHIN 7 DAYS FROM THE DATE OF APPROVAL OF SHARE

TRANSFER OR ALLOTMENT GIVEN BY BOD OR ITS COMMITTEE.
PLACE WHERE REGISTER OF MEMBERS ETC.WILL BE KEPT AT
RO BUT BY PASSING SR IN GM IT CAN BE KEPT AT

ANY PLACE IN INDIA WHERE >

C/T/V IN WHICH RO IS
1/10th OF TOTAL MEMBERS
SITUATED
RESIDE.
**INDEX IS REQUIRED IN REGISTER OF MEMBERS-
HOWEVER IF COMPANY HAS LESS THAN 50 MEMBERS,
THEN INDEX IS OPTIONAL.
 REGISTER OF DEBENTURE HOLDERS & SECURITY
HOLDERS

FORM NO. MGT 2

IF SHARES,DEBENTURES OR ANY SECURITIES ARE PLEDGED
THEN SUCH INFORMATION WILL ALSO BE RECORDED IN
RESPECTED REGISTER
 FOREIGN REGISTER

CAN BE KEPT BY THE COMPANY IF -

(A) AUTHORISED BY THE ARTICLES OF COMPANY.
(B) COMPANY HAVING ITS MEMBERS IN THAT COUNTRY ALSO.
 MGT 3 SHALL BE SUBMITTED BY CO & ROC WITHIN 30
DAYS OF

OPENING OF
FOREIGN
REGISTER DISCONTINUING
CHANGE OF OF FOREIGN
ADDRESS OF REGISTER
FOREIGN
REGISTER
WITHIN 15 DAYS OF ANY CHANGES MADE IN FOREIGN
REGISTER COMPANY SHALL IN FORM AT HIS RO.

PENALTY FOR CONTRAVENTION

COMPANY OFFICER IN DEFAULT

3 LAKH 50,000
 SEC 92: ANNUAL RETURN
MGT 7
EVERY COMPANY SHALL SUBMIT ITS ANNUAL RETURN TO ROC WITHIN
60 DAYS OF AGM & IF AGM IS NOT HELD WITHIN THE DUE DATE THEN
WITHIN 60 DAYS OF DUE DATE OF AGM ALONG WITH THE REASON WHY
AGM ALONG WITH THE REASON WHY AGM WAS NOT HELD.
FORM NO. OF ANNUAL RETURN=
MGT 7 (BUT IN CASE OF OPC)
SMALL CO. ITS MGT 7A
 SEC 92: ANNUAL RETURN
CONTENT OF ANNUAL RETURN:-10 MATTERS
1. ITS RO ,PRINCIPAL BUSINESS ACTIVITITY, HOLDING, SUBSIDIARY & ASSOCIATE.
2. ITS SHARES ,DEBENTURES & OTHER SECURITIES ISSUED.
3. LIST OF MEMBERS , DEBENTURE HOLDERS ALONG WITH CHANGES SINCE CLOSE OF
PREVIOUS FY.
4. LIST OF PROMOTERS , DIRECTORS , KMP ALONG WITH CHANGES SINCE CLOSE OF
PREVIOUS F.Y
5. DETAILS OF GM & BM.
6. REMUNERATION OF DIRECTOR , KMP.
7. PENALTY OR FINE IMPOSED ON COMPANY, OFFICER IN DEFAULT.
8. CERTIFICATION OF COMPLIANCES.
9. SHARES HELD BY FII (FOREIGN INSTITUTIONAL INVESTORS)
10. ANY OTHER MATTERS AS MAY BE PRESCRIBED.
 Signing of Annual Return
COMPANY WHOSE PUSC
NORMAL OPC, SMALL COMPANY, IS MIN 10 CR AND
LISTED COMPANY
COMPANY DORMANT COMPANY TOTAL TURNOVER IS
MIN 50 CR

SAME AS NORMAL COMPANY

1 DIRECTOR & 1 CS 1 CS BUT IF NO CS +
BUT IF NO CS THEN THEN BY 1 COMPLAINCE FORM MGT 8
BY CS IN PRACTICE. DIRECTOR. SIGNED BY CS IN PRACTICE
MENTIONING THE CONTENT OF
ANNUAL RETURN IN MGT 7 IS
CORRECT.
• A LTD HAVING TURNOVER OF MINIMUM 50 CR. DOES NOT HAVE A CS.
IT GOT ITS ANNUAL RETURN SIGNED BY A DIRECTOR & MR RAVI (CS IN
PRACTICE).
• NOW TO CERTIFY IT IN MGT 8 IT SHOULD BE DONE BY ANOTHER CS IN
PRACTICE & NOT MR. RAVI.
LAW MUST BE FOLLOWED BOTH IN LETTER & SPIRIT.
ANNUAL RETURN WILL BE UPLOADED BY COMPANY ON ITS WEBSITE IF
ANY & ITS LINK (WEBLINK) WILL BE MENTIONED IN BOARD REPORT.
(BEFORE AMENDMENT EXTRACT OF ANNUAL RETURN IF FORM NO. MGT
9 USED TO BE ANNEXED IN BOARD REPORT).
 PENALTY FOR CONTRAVENTION

COMPANY OID CS IN PRACTICE

10000 + 100/ DAY 10000 + 100/ DAY

(SUBJECT TO (SUBJECT TO 2 LAKH
MAXIMUM 2 LAKH) MAXIMUM 50000)

SECTION 93 – OMMITTED: FORM NO. MGT 10

SECTION 94- PLACE OF KEEPING REGISTER, RETURNS, ETC

BY PASSING SR IN GM CAN BE KEPT

REGISTERED OFFICE AT ANY PLACE WHERE > 1/10TH OF
TOTAL MEMBERS RESIDE

SUCH MEMBERS, DEBENTURE HOLDERS, SECURITY HOLDERS

CAN INSPECT OR TAKE EXTRACT FOR FREE BUT COPY OF IT
WITHIN 7 DAYS ON PAYMENT OF 10/- PAGE OR PART OF PAGE
 TYPE
1. REGISTRATION OF MEMBERS
2. REGISTRATION OF DEBENTURE
SHAREHOLDER
3. ANNUAL RETURN, OTHER
DOCUMENTS & RETURNS
SUBMITTED TO ROC
4. FOREIGN REG OF MEMBERS
5. FOREIGN REG OF DEBENTURE
HOLDERS
PERIOD OF PRESENTATION
PERMANENTELY
8 YEARS FROM REDEMPTION.
8 YEARS FROM FILING
PERMANENTLY
8 YEARS FROM RED.
SECTION 95– REGISTERS, RECORDS INDICICES,
ANNUAL RETURN SUBMITTED TO ROC ARE ONLY
PRIMA FACIE EVIDENCE & NOT CONCLUSIVE
EVIDENCE.
1) COMPANY CAN CLOSE ITS REGISTERS FOR MAXIMUM 45 DAYS IN A FINANCIAL
YEAR BUT.
2) NOT EXCEEDING 30 DAYS AT A TIME.
3) ATLEAST 7 DAYS NOTICE MUST BE GIVEN BY THE COMPANY TO ALL BEFORE
SUCH CLOSURE.
4) LISTED COMPANY SHALL ALSO PUBLISH SUCH NOTICE IN 2 NEWSPAPER.
5) PENALTY FOR CONTRAVENTION

OFFICER IN
DEFAULT
COMPANY
5000/DAY SUBJECT TO SAME
MAXIMUM 1 LAKH
SECTION 91 – CLOSURE OF REGISTER OF MEMBERS, DEBENTURE
HOLDERS, SECURITY HOLDERS
 SECTION 89
IF A PERSON IS A MEMBER BUT NOT A BENEFICIARY, HE WILL INFORM
THE COMPANY WITHIN 30 DAYS IN FORM MGT 4 & BENEFICIARY WILL
INFORM THE COMPANY IN MGT 5 WITHIN 30 DAYS. ONCE COMPANY
RECEIVES BOTH FORMS IT WILL SUBMIT
MGT 6 TO INFORM ROC WITHIN 30 DAYS.