7.19 VOTING BY POLL IN THE MEETING Sec.

109
(A)Provisions of the Act
1. Demand for poll (a) Discretion to order poll. A poll may be ordcred to be taken, by the chairman of his
his own
motion, i.e. without any demand for poll by any member or proxy. In other words
and order for poll chairman has suo motu power to order poll.
the
(b) Duty to order poll. A poll shall be ordered to be taken, by the chaiman if a demand
for
poll is made by-_
In In case of
case af a company
having a share capital any other company
Any member(s) (present in person or proxy) Any member(s) (present person or
in

holding- proxy) having 1/10th of total voting

1/10th ofthe total voting power; or power.
Paid up share capital of not less than Rs.
5,00,000 or such higher amount as may
be prescribed.

(c) Time of ordering poll

Before declaration of the result of voting on a show of hands; or
On the declaration ofsuch result.
(a) Withdrawal of demand for poil. The demand for poll may be withdrawn at anytime by the
person who madc it.

2. Time of takinmg Question on which poll Time of taking poll

poll isdemanded
Adjournment of GM The poll shall be taken forthwith.
Appointment of
chairman of GM
On any other question The poll shall be taken at such time as may be directed by the
Chairman (but within 48 hours of demand for poll).
 ws
3. S c r u n e e r s
at pol!| (3) WI a
POl 1s to be
taken, the Chairman shall appoint such number oi seu
he
may deem fit.
(b) The sCrulineers shall
scrutinise the poll process and votes given on the po.
(c) The SCrutineerS shall report to the Chaiman in such manner as may be d.
The Chairman shall
presu
have the power to regulate the in which poll shall be
4 Chairman's manner a tak
powers
The resuit of the poll shall be deemed
poll to be the decision of the meeting on the
Result of which the poll was taken. resouud o
5
(B)
sions contained in Rule 21 of the Companies (Management and Administration) Rules, 2014
Provisions

Procedurefor
-
scrutininizing the poll process.
Chairman
of the GM shall ensure the following:
The Scrutinizers are provided with the Register of
Members, specimen signatures of the members, Attendance Register
(a The of Proxies.
and Register
The Scnitinizers are provided with all the documents received by the Company pursuant to Scc. 105, 112 and I15.
(b)
h e Scrutinizers shall arange for Polling papers and distribute them to the members and proxies present at the meeting
e of joint shareholders, the polling paper shall be given to the first naned holder or in his
case absence to the jomt
Form
holder attending the nmeeting as appearing in the chronological order in the folio. The Polling paper shall be in
No. MGT-12.
The Scrutinizers shall keep a record of the polling papers received in response to pol, by initialling it
(d)
l The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies.
the Polling box in the presence of two persons as witnesses after the voting process is over.
A The Scrutinizers shall open
consultation with the
g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in
Chairman. vote shall be
that if a member who has appointed a proxy has voted in person, the proxy's
(h) The Scrutinizers shall
ensure

disregarded. Chairman.
count the votes cast poll and prepare report thereon addressed to the
a
(0) The Scrutinizers shall
on

under the provisions of section 108 and ules made thereunder,

the
0) Where is conducted by electronic means
voting conduct of the
technical and otherwise, to the Scrutinizers in orderly
company shall provide all the necessary support,
voting and counting the result thereof. in favour and against the resolution including the
The Scrutinizers' state total votes cast, valid votes, votes
report shall
R therein.
details of invalid polling papers and votes comprised
MGT-13. The report shall be signed
Chaiman of thc meeting in Form No.
The scrutinizers shall submit a report to the
scrutinizer. The Chainan shall counter-sign
one scrnutinizer by all the
by the scrutinizer and, in case there is more than
the scrutinizers' report. him
The result may either be anounced by or a person
he Chairman shall declare the result of voting on poll.
m
authorised by him in writing.

2 0 EXEMPTIONSs TO PRIVATE COMPANIES to 107 and Sec. 109 shall apply to a

As the provisions of Sec. 101
June, 2015,
No. G.S.R. 464(E) dated 5th
e.NOufication
respective sections or the articles ofthecompany provVide otherwise.
pany unless otherwise specified in
(Sec. 114)D
121
ORDINARY AND SPECIAL RESOLUTIONS
has been duly given.
1.Ordinary (a) The notice of the GM
The votes cast in favour
of the resolution are required to exceed the votes cast against the
resolution (b)
resolution.
Conditions has been duly given.
Special (a) The notice of the GM
the resolution as a special
resolution has been duly specified
in the

resolution (b) The intention to proposc

notice of GM or other
intimation given to
the members.
3 times the votes
Conditions The votes cast in
favour of the resolution are required
to be not less than

(c)
resolution.
cast against the
3. Manner of Votes may be cast by way of Votes may be cast by Votes cast shall
inclu
casting votes (a) show of hands; (a) mcmbers
pcrson; or
present in casting vote
if any.
of the
Chaitmathe
(b) poll;
(c) electronically; ovr (b) proxies (where proxics
(d) postal ballot. are allowcd)

4. Filing of special A copy of every spccial resolution (togethcr with explanatory stalcimcnt) is to be filed uit
vith the
resolution cgistrar within 30 days of passing the special resolution (Scc. I17
5. Use of 'casting The articles of a company may empower the Chairman to use the 'casting vote',
vote The chaiman may cast the 'casting vote' only in case of equality of votes.
The Chaimman has the discretion, whether to cast the 'casting vote' or not.
Casting vote' is also temed as 'second vote'.
Nov. 2005 Whether SR 1s pased 20 members vote in favour and 5 members vote ggainst the
P 7.21A. Af o
resólutlon out of 40 members present in GM?
general meeting of
sec.114)
compony,a a matter was to be
passed by special resolution. Out of 40
a
favour of the
resolution, 5 voted ogainst it and 5 votes were found invalid. The remaining 10 members abstained from members present, 20 voted t
the meeting declared the resolution as voting. The ChairmGn
an
passed.
With reference to the provisions of the
Companies Act, 2013 examine the validity of the Chairman's declaration.
Ans.
Votes cast in fovou 20
Votes cast againsi the resolution
invalid vofes
Members abstained from
votin 10
SR is passed, and therefore
Since votes cast in favour of the resolution
Chairman's declarafion is valid the resolution (viz. 5]
(viz. 20) are nof less fhan 3 fimes the votes cast
agoinst
since votes cancelled, absent members and
members from abstaining voting are ignored.
Nov. 2007 Whether 10 votes in favour
resolution?
and2 votes.against the resolufion.are sufficient to pass a special
P7.218. For a special resolution in a
(Sec.114
Company's general
resolution as passed. Is it a valid resolution as meeting, 10 voted in favour, 2 against and 4 abstained. The chairman
per the provisions of the Companies Aci, 2013? declared the
Ans.
Votes cast in favour
10
Votes casi against the resolution
2
Members abstained from votin9
SR is passed
since votes cast in favour of
the resolution (viz. 10)
against ihe resolution (viz. 2). are not less than 3 times the votes
cas
Since members
abstaining from vofing are ignored.
Nov. 2008 Whether 20 votes in favour and 4
pass a specialresolution? votes agalnst he resolutlon are suficlent to
P 7.21C.
DevelopersLid. held a General
(Sec.14
Association. Outof the members
Meeting of shareholders for passing a
present in the
meeting 20 voted in favour, 4 against and special resolution regarding alteration of
The Chairman of the 8
or
Articles
Ans.
meeting deciared the resolution as
passed. Is it a valid resolution as permembers did not vote and abstained from vohng.
the provisions of the
Votes cast in favouU Companies Act, 2013?
20
Votes cast against the resolution
Members abstained from voting
SR is passed
Since votes cast in favour of
the resolution
the resolution
(viz. 4) (viz. 20) are not less than 3 times the votes cast st
Since members aga
abstaining rom voting are ignored.
May 2016 Whether moving a single resolutlon for oppolntment 2
of directors ls valld?
P 7.21D. Benson Limited issued a
notice with the
agenda for nine businesses to be (Sec 162
were regarding appointment of Mr. Sahu and
Mr. transacied in the Annual General
businesses iogether to save fhe fime ol the members Pranav as directors).
The chairman Meeting (two busine
Ans. present. Examine the validity of the decided to move the resolutions for all the nine
resolutions.
Moving a single resolution for 9
businesses (including two
business for appoinfment of 2 directors) is not valid since it is prohibited as per the provisions of Sec. 162.
Chap._

RESOLUTONS:PASSED AT ADJOURNED MEETING32 (Sec. 11

22 R
GM to nave ccn
Ssed at an adjourned meeling (viz. orClass Meeting or Board Meeting) shall be treated
which it was in fact
A Tesoluti

the date
on passed and not on any earlier date.

PUSSe

ESOLUTIONS AND AGREEVMENTSTO BE FILED (Sec117)

The company shall file with ROC, a copy of-
filing of
23
Mandatory to De
1. resolutions a n d (a) every resolution (togetlher with explanatory statement, if any) which is required
filed as per Sec. 117(3); and
a g r e e m e n t s

(b) CvCry agreement which is required to be filed as per Sec. 117(3).

Within 30 days of -
2. Time limit
(a) passing of such resolution;
(b)making of such agreement.
by Rules, prescribe
Manner offilimg and|C may, and
(a) the manner of filing of such resolutions and agreements,
fees (b) the fees for filing of such resolutions and agreements.
The form prescribed for this purposeis MGT-14. which is
and agreement
4. Resolution o r Every resolution, which has the effect of altering the articles, cvery

required to be filed u/s 117(3) shall be -

agreement to be
(a) embodied in the aticles; or
embodied in articles
(b) annexed to the articles.

5. Resolutions an1d
agreements required
to be filed as per
Sec. 117(3)
(a) Special resolutions. the members, but which, if not so agreed
(b) Resolutions which have been agreed to by all
had becn passed as
to, would not have been
effective for their purpose unless they
special resolutions.
o r agreement
executed byV a
resolution of the Board of Dìrectors of company
a
(c) Any or renewal of the appointment,
to the appointment, re-appointment
company, relating
a managing director.
terms of appointment, of
or variation of the
class of members but
which have been agreed to by any
Resolutions or agreements their purpose unless they
(d) would not have been effective for
which, if not so agreed to, e particular manner;
and
majority or otherwise in
s o m

had been passed by a specified class of members though not

which effectively bind such
all resolutions or agrcements
those members.
agreed to by all wound up voluntar1ly in pursuance
of Sec. 59 of
a company to be
Resolutions requiring
(e) Bankruptcy Code,
2016.
the Insolvency and directors in of Sec. 179(3) (viz.
pursuance
the Board of
Resolutions passed by to be exerCised by by passing
the Board
() as are required
u/s 399 to
exercising such powers shall be entitled
the condition that
no person
to
resolution in BM) subject in c a s e of a privatc company,
of such resolutions (however,
inspect or obtain copies im pursuance of
Sec. 179(3) need not be
the Board of directors
resolutio1ns passed by shall not be required
to file any resolution passed
banking company
filed). However,
a
guarantee or providing any
security in respect of
loan, or giving any
for granting any c o u r s e of its
business.
in the ordinary in the public
loans u/s 179(3)(f) as may be presCribed and placed
resolution or agreement
other
(g) Any
domain a penalty of Rs.
I lakh and in case of
shall be liable to 500 for each day after
G. The company of Rs.
Punishment for non- Punishment for with a further penalty
continuing failure,
subject to a maximum of
failure continues,
filing company the first during
which such

Rs. 25 lakh.
 Punishment for Every officer of the company who is in default (including the liqu
every officer in of the company, if any) shall be liable to a penalty of Rs. 50,000 and quidator
continuing of Rs. 500 for
default case of failure, with a further penalty each day d
after the first during which such failure continues, subject to a maxim
of Rs. 5 lakh. mum

7.24 MINUTES OF GM ETC. (See. 118

(A) Provisions contained in the Act.
1. Scope of Sec. Every company shall cause to be prepared, signed and kept minutes of
118 (a) proceedings of every GM;
(6) proceedings of meeting of any class of shareholders;
(C)proceedings of meeting of any class of creditors;
(d) proceedings of meeting of Board of directors;
(e) proceedings of meeting of any committee of the Board; and
()every resolution passed by postal ballot.
2. Manner of The minutes shall be prepared and signed in such manner as may be
prescribed.
the appointments made at any meeting shall be included in the minutes.
preparation and All
The minutes shall be maintained in the books kept for that
signing purpose.
The pages of the minutes book shall be consecutively numbered.
3. Time limits for The minutes shall be prepared and signed within 30 days of-
preparation and (a) the conclusion of the meeting: or
(b) passing of the resolution by postal ballot.
signing
4. Contents w.r.t. In casc of a Board mecting or of committee
nmeeting, the minutes shall also contain-
board meetingsa) the names of the directors present, and
(b) where any resolution is passed at the imecting, the names of the
theresolution and the names of the directors not concurring with the directors, dissenting from
5. Discretion of No matter shall be included in the minutes, if the resolution.
chairman is of the opinion that it is-
Chairman (a) defamatory of any person; or
(b) irrelevant or immaterial; or
(c) detrimental to the interests of the company.
The chaiman shall exercise absolute discretion with
of any matter in the minutes on any of the grounds regard to the inclusion or non-inclusion
6. Minutes to be Minutes shall contain a fair and correct
specified above.
summary of the proceedings of the meeting.
correct& fair
7. Evidential value | Minutes kept as per Sec. 118 shall be evidence
8. Presumptions Where minutes are
of the proceedings recorded therein.
kept as per Sec. 118, then, until
drawn from (a) the meeting was duly called and
(a) contrary is proved, it shall be presumed that-
held;
minutesS (b) the proceedings at the
(c) all the resolutions passed meeting
were duly taken
place;
by postal ballot were duly
(d) in particular, all the
appointments of directors, passed; and
9. Publication of
company secretary in practice were validly made. key managerial personnel, auditors or

No
documcnt purporting to be a
reports of circulated or advertised at the
report of the proceedings of any GM of a
expense of the company, unless it includes company shal
this section (viz. Sec.
proceedings 118) to be contained in the minutes the matters required oy
of the proceedings of such meeting
10. Compliance Every company shall observe secretarial
with Secretarialme
meetings standards with respect to
general meetings and Boa d
Standards (a) specified by the Institute
6) approved as such by CG. of Company Secretaries of India; and
 If any defailt is made in
l .Punishmentf o r
complying with the provisions of this section, tnen
contravention (a) te company shall be liable to a
penalty of Rs. 25,000; and
(b) every officer in default shall be liable to a
found guilty penalty of Rs. 5,000.
12.Punishment f o r of tampering with the miutes shall be punishable
ment upto 2 years; and wu
tampering
1imum: Rs. 25,000; Maximum:
- Rs. 1 lakh.
containe in the Rules.
visions
ninute book shall be
1 , .D i s t i n c t m i n u t e
maintained for each type of meeting
nameiy
embers (incuding the resolutions passed by postal ballot since such resolutions
book f o r e a c h
be passed in
type o fm e e t i n g
GM);
ne creditors;
.. the Board; and
(ivy iMe gs of each of the committees of the Board.
i) minutes in the books maintained for
2. Manner of The of proceedings of each meeting shall
that purpose along with the date of such
be entered
maintenance of entry.
(11) Every Tesolution passed by postal ballot shall be entered in the minutes book of general
minutes
meetings.
(ii) With respect to cvery resolution passed by postal ballot, the minutes shall contain-
(a) a brief report on the postal ballot conducted;
(b) the resolution proposed;
(c) the result of voling;
(d) summary of the serutinizer's report
(C) date of entry in the minutes book._
Each page of every minute book shall be initialled or signed, and the last page shall be dated and
3. Manner of
signed, as follows:
signing of
Nature of minutes book Signing by whom?
minutes
Minutes of Board meetings The chaiman of the same meeting or the chaiman of the
ncxt meeting.
and Committeemeetings
Minutes of GM The chairman of the same meeting
In the event of the death or inability of that chairman, by a

director duly authorised by the Board for this purpose.

Resolutions passed by postal The chairman of the Board.

ballot If there is no chaiman of the Board or in the event of the

death or inability of the chairman of the Board, by a
director duly authorised by the Board for this purpose.

at the registered office of the company, and shall

4. Preservation The minutes books of GMs shall
be kept
(a)
and custody be preserved permanently. be kept at the registered
Board and committee meetings shall
(b) The minutes books of the and shall be.preserved
other place as the Board may decide,
office of the company or such
permanently.

May 2005 excluslon of certain matters from the minutes? (Sec, 118)
7.24 he chaiman empowered to direct
fair and correct summary
of the proceedings
thereat. Can the Chairman direct exclusion of
defamatory of a director
of the meeting must contain certain matters which are regarded as
Ony mttannufes insist on inclusion of
of the ne minutes? Some of the shareholders
com
Company. The Chairman declines
de to do so. State how the
matter c a n be resolved.

Ans.
person or nof:
narman has the fo determine whether
a matter is
defamatory of any
any person.
power include in the minutes any
matter which delamatory
is of
not to of a director.
Kelusal by 1o direct i:e Chairman, defamatory
GM is. in ihe opinion of
olld Chairman is Since the matter
discussed in
 India beforeslgning the Sec. 118)
May 2007 What course ofactlon is to be adopted Where the chalrman leaves
minutes?its Annual General Meeting September 15, 2006. The meeting
on
preslded
was over by Mr. V, the Charn rman
P 7.24B. XYZ Limited
held
Mr. the Chairman, without signing the minutes of the meeting, left India to O the
On September 17, 2006, V,
state the manner in whlch the minutes of thoater
Directors.
Company's Board of of the Companies Act, 2013, the
his father who fell sick in London. Referring
to the provisions above
absence of Mr. V and by whom.
meeting are to be signed in the

Ans. or before 15.10.2006

Minutes of AGM are to be within period of 30 days of conclUsion of AGM, i.e. on
a
the minutes
ihe Chairman of Ihe same GM, are to be sicnes
signed by o direcior duly since in cose of dealh or inabilily of by a
cirector duly authorised by the Board in this behalf.
Guihorised by Board

May 2008 courseo acionis to be adopted where the chairman.dles before signing the
What
minutes? (Sec 118
27th March, 2008. Mr. M, the Chairman of
the said meeting died on 1st April 2
were not yet recorded and signed. How would you dedl with the situation? Would your Gne2008,
annual general meeting Meeting
MN Limited its Annual General on
P 7.24C.
when minutes of the held
answer
be different in case the meeting held on 27th March, 2008 was a Board meefing?

Ans. before 26.04.2008

Minutes of AGM are to be
signed by a director duly
authorised by Board
In case the meeting held
was a Board meeting, ihen -
within 30 days of the conclusion of AGM, i.e. on or
since in case of death or inability of the Chairman of the same GM, the minutes are to be signed by a
authorised by the Board in this behalf.
director duly
the minutes are required to be signed within 30 days of the conclusion of such meeting:
by the Chairman of the same meeting, viz. 27.03.08 or the Chairman of next succeeding Board meelina

Nov 2010 Ithe chairmanempowered to directexclusion ofcetan mater from the minufes? c 118)
May 2017
P 7.24D.In a General Meeting of PQR Limited the chairman directed to exclude certain maters derimental to the interest of the company
from the minutes. M, a shareholder contended that the minutes of the meeting must contain fair and correct summary of the proceedings
thereat. Decide whether the contention of M is maintainable under the provisions of the Companies Act, 2013.

Ans
Chairman has the absolute to determine whether a matter is detrimental to the interest of the company or not
discretion to direct not to include in the minutes any matter which is detrimenial to the interest of the company.
Refusal by Chairman is valid since the matter discussed in GM is, in the opinion of the Chaiman, detrimental to the interest of the
comparny.
Contention of M is noi in view of the above stated legal position.
tenable

.25
Nov. 2005
INSPECTION OF MINUTES OR GM Sec. c 119
Siate the procedurefor inspection of Minutes Book of General Meetings ofa Company.,by the members.
1. Place of keeping The minutes book shall be kept at the registered office of the company.

minutes book
2. Inspection of Time of Inspection can be made during business hours (subject to reasonable restrictions
minutes book inspection through the articles or a resolution passed in GM, so that at least 2 hours in each
Dusiness day are allowed for inspection).
Inspection by Any member of the company may make the inspection without any charges.
whom?
Copies of The copies of the minute book of any GM shall be made available by the
minute book company to any member
within 7 working days of the request made
on payment of prescribed fees, viz. -

(i) Such
sum as is prescribed in the articles of the company, but no
exceeding Rs. 10 per page or part of a page;
(ii) rce of cost, in case the member has made a request for obtamins
copy of minutes of any GM held during immediately prece
3 FYs.
Punishment lfinspection is refused or copy is not furnished, the company shall be l1ab
able to
for defuuit penalty of Rs. 25,000 and every officer in default shall be liable to a y ot

Rs. 5,000 for each such refusal or pena

default.
 Powers oj the 1
mspection is refused
Tribunal is not fumished, the Tribunai
or copy
Company
the copy.
to allow
immediate inspection or direct the company to

INTENA NCE ANI NSPECTION OF DOcUMENTS (Sec. 120

N BLECTRONIC FORM
in
Provisions Ontained the
Act.
(a) Any dociment,
1. Elecfronic form
record,
permitted for
kept in clectronic form. register, minutes., etc. required to be kept by a company, 1lay be

(b) Any document, record,

maintenance,
register, miutes, etc. allowed to be inspected by any person, iay
be inspected in electronic
inspection and form.
(C) Copies of any document, record,
copies of register, minutes, etc. to be given to any persol y a
company, may be given in electronic form.
documentsetc.
The form and manner of keeping, inspection and giving copies of documents, recoOrds ec.
and manner The a

2. Form shall be such as may be

tobeprescribed prescribed.
120 The provisions of Sec. 120 shall not
3.Effect of Sec. prejudice any other provision of the Act.
Rules.
B) Provisions coniained in the
Following classes of companies may maintain their records in electronic form:
1. Companies
(i) Every listed company
prescribed
(1) A company having not less than 1,000 shareholders, debenture holders and other security
holders.
2. Provisions w.r.t.
In case of existing companies, data may be converted from physical mode to electronic mode
within 6 months from the date of notification of provisions of Sec. 120.
existing companics
The records shall be maintained in clcctronic form in such manner as the Board of directors of
3. Manner of
the company may think fil, provided that
maintenance of with all other
(a) the records are maintained in the same formats and in accordancc
records in
requirements as provided in the Act or the rules made thereunder;
electronic form of the Act or the rules made thereunder
(b) the infomation as required under the provisions
should bc adequately recorded for future reference;
retrievable and reproducible in printed
(c) the rccords must be capable of being readable,
form;
and signed digitally wherever it is required under
(d) the records are capable of being dated
made thereunder;
the provisions of the Act or the rules
shall not be capable of being edited or
(e) the records, once dated and signed digitally,
altered; to theprovisions of the Act or
according
(f) the records shall be capable of being updated,
and the date of updating shall be capable of being recorded on
the rules made thereunder,
every updation. "records" means any register, index.
For the purpose of this rule, the term
Explanation: or any other
document required by the Act or the rules
memorandum, minutes
agreement,
made thereunder to be kept by
a company.
and security of electronic rccords:
for the m a i n t e n a n c e
4. Persons Following persons shall be responsible
Director
) The Managing
responsible for (ii) Company Secrelary the Board may decide.
Seeurity of records other dircctor or officer of the company
as

In electronic form (11) Any

 uinauthoriscl access, altcration or tanm
5. Dutics of persons (a) To provide adequate protcction against pering of
records
responsible for records a rCsult of dianmage to, or lailure of the.
(b) To ensurc against loss of the
as
mectia on
security of records which the records are maintaincd
in clectronic formn records dloes not recpudiate the signed
(c) To ensure that the signatory of electronic recovd as
not gemuine
adequately sccur
hardware arc
To ensure that computer systems,
(d) validatcd
softwarc and
to ensure their accuracy, reliability and consistent intended performance
cured and
nce
invalid and altered records
(c) To cnsurethat the computer systemms can discern
cnsurc that records are accurate,
accessible, and capable ol being reprodced
ced for
(fTo
reference later
that the records are, at all times, capable of being retrieved to a readablee and
(g) To ensure

printable fom
h) To ensure that records are kept in a non-rewriteable and non-crasable format ike PDE
version or some othcr version which cannot be altered or tampered
To ensure that at least one backup, taken at a pcriodicity of not excceding I day, are kei
()
of the updatcd records kopt in clectronic form, cvery backup 1s authenticated and date
and such backups shall be securely kept at such places as may be decicled by the Board
To limit the access to the records to such persons as are responsible for security of
)
records in clectronic form
(k) To ensure that any reproduction of non-electronic original records in electronic fomis
complete, authentic, true and legible when retrieved,
() To arange and index the records in a way that permits easy location, access and retrieval
of any particular record
(m) Totakcncccssary stepsto ensuresecurity, integrity and confidentialityofrecords.
6. Inspection and (a) The records maintained in electronic form shall be made available for inspection by the
copies of records company in the electronic form.
(b) Copies of the records maintained in electronic form shall be provided by the company in
maintained in
the clectronic form on payment
electronic form of not
exceeding Rs. 10 per page.

7.27 REPORT ON AGM (Sec 12

(A) Provisions contained in the Act.
IApplicability Sec. 121 applics only to listed public companies.
2. Legal (a) To prepare a report on each AGM.
The report shall be prepared in the
requirements- prescribed manner.
The report shall confirm that the AGM was convened, held and conducted as per tne
provisions of this Act and the rules made thereunder.
(b) To file with ROC a copy of such
report.
The copy shall be filed within 30
days of conclusion of AGM.
The company shall pay such filing fees and such additional fees as
may be prescrnbed.
3. Punishment for Ifa company fails to file the
report within 30 days of conclusion of AGM, the punishment shall DE
contravention as follows:
(a) The company shall be liable
further
to a penalty of Rs. I lakh and in case of continuing failure, Wi
a
penalty of Rs. 500 for each
day afler the first during which such failure contimue
subject to a maximum of Rs. 5 lakh.
(b) Every officer of the company who is in
default shall be liable to a minimum Rs.
25,000 and in case of
continuing failure, with a further
penalty o
the first during which such failure continues, penalty of Rs. 500 for each day
subject to a maximum of Rs. 1 lakh.
 Chay.

wvisions contained
contain n s t e Si o the Companies (Management a d Administration) Rules,
B P r o

(a) The report AGM shall be

on
prepared in addition to the of the AGM.
(b) The Report shall contain fair and conect summary of thcminutcs
01
i. 4
Manner of
proceedings of the AGM:
preparation o f

t h er e p o r t
(a) The
(a) The day, datc, hour and veue of the AGM.
o f the
C o n t e n t s

(b) Confirmation with respect to appointment of Chairman of the AGM.

2
r e p o r t (c) Number of members who altended the AGM.
(d) Confimation of quorum.
(e) Conimalion with respect to compliance of the Act and the Rules, secretarial standards made
thereunder with respect to calling, convening and conducting the AGM.
( Business transacted at the meeting and result thereof.
(g)Particulars with respect to any adjournment, postponement ofmeeting, change im venue.

(h) Any other points relevant for inclusion in the report.

The report shall be signed and dated by the Chairman of the meeting or in case of his inabity to
of the
Signing
3. sign, by
report
(a) any 2 directors of the company, one of whom shall be the Managing Director, if there is any,
and
(b) the company secretary of the company.
in Form No. MGT-15 within 30
of the A copy of the report of AGM shall be filed with the Registrar
4. Filing days of the conclusion of the AGM along with the prescribed fees.
report
VIT ToOPC (Sec. 122)
28 APPLICABILITY OF CHAPTER
Sec. 98 and Sec. 100 to 111 (both inclusive) shall not apply to OP
1.
The
Non-applicability provisions of
of certain sections (whether ordinary or special)
a) n OPC, for the purpose of transacting anyofbusiness
case of
any resolution (wliether ordinary
or
2 Manner of passing
at any GM (whether AGM or EGM) by means
resolutions in GM
special), it shall be sufficient if
by the member to the
i) the resolution is communicatedminutes-book;
company;
and
ii) the resolution entered in the
is member.
(iii) the miutes-book is signed and dated by the date of
member shall be deemed to be the
(b) The date of signing the minutes-book by the
Act.
the meeting for all the purposes of this
business which is required
there is onlydirector in OPC, for ransacting any
one
3. Manner of (a) In case

to be transacted at a BM,
it shall be sufficient if
and
transacting (i) the resolution is entered
in the minutes-book;
such director.
business required book is signed and dated by date of
(i) the minutes shall be deemed to be the
to be transacted in1 the minutes-book by the director
(b) The date of signing
The
date o
BM he purposes of tns A
meeting for all thepurposes
of this Act
the (Sec. 96)
9
ANNUAL GENERAL MEETING regulate the holding of Annual General Meeting by a
public limlled company?
Nov. 2002 2013
does the Companles Act,
Whaf way General Meeting of the company
with regard
Nov. 2003 Explain. Act, 2013 relating to
holding of Annual
provisions of the Companles
nthe must be held.
to the following: Annual General Meetngs
and the subsequent
wlthin which the first Mecings.
Feriod transacted at an Annual General
) BUsiness which may be OPC. with the
to all companies except
Applicability
Sec. 96 of Sec. 96 applies
for all companies, except
OPCs, to hold
AGM in accordance

Thus, it is mandatory
96.
provisions contained in Sec.
 with the requirements of Sec. 101.
Legal The notice of AGM shall comply
The notice of AGM slhall specily that the meeting is Annual (eneral Meeting (AGM).
requirement w.r.t.
notice of AGM
Time limit Ist AGM is to be held within 9 months ofclose of Ist financial year.
Last date for
if Ist AGM is so held, there is no necd to hold AGM in the
holding 1st AGM year of
incorporation.
No extension The Registrar has no discretion to grant any extension for holding the lst Ac the lst AGM
Last date for Time limits 0) AGM is to be held within 6 months of close of the relevant financial
without year.
(ii) Not more than 15 months shall elapse between the date of one AGM and
holding any other
extension of the next, i.e. AGM is to be held within 15 months of last AGM. tha
AGM, viz
(ii) AGM is to be held in each calendar year
subsequent AGM
The threc time limits given above arc cumulativc. Non-compliance with anu
them would constitute an offence. Thus, the last date for holding AGM shall of
the earliest of the above three time limits. be
Extension The Registrar may, for any special rcason, extend the time for holding the ACM
byany period not exceecding 3 months.
Time, Place and Timeof AGM AGMshallbe called during businesshours,i.e. betwccn 9am and 6pm.
Day of AGM Day of AGM AGM shall be called for a day which is not a National holiday.
Sec. 96(2)1 National Holiday' means and includes a day declared National
as
Holiday by
CG
Place of AGM AGM shall be held at-
the registered office of the company, or
someother place within the city, town or village in which the
registered
office is situated.
However, the AGM of an unlisted company may be held at any place in India
if consent is given in advance either in
writing or by electronic mode all by
the members.
Exemption by CG | CG may exempt any company from the provisions contained in Sec. 96(2) subject to such
conditions as CG may think fit to impose.
.30 FINANCIAL YEAR
(4) Provisions contained in the Act. Sec 241D
Meaning of Financial year means the period for which the financial
statement of the company is made
financial year Financial year means the period ending on 3Ist up
day of March every year.
Sec. 2(41) In case of
company incorporated on or after 1st day of January, financial
a
year means tne
period ending on 31st day of March of the following year.
A company existing on the
commencement of the Companies
from such commencement, Act, 2013 shall, within 2 years
align its financial year in accordance with the provisions of
(41)of Scc. 2. Claus
Any different a
company is a holding company
period as financial
or a
subsidiary or associate company of a compauy
incorporated outside India; and
year it is
required to follow a different financial year for consolidation of its
Sec. 2(41)] outside India, accoUn
Then CG may,
application made by such company in such form and manner asS
on an

beprescribed, allow any period as its FY, whether or not that

(B)Provisions contained in the Rules. period is a year.
Application for The power to grant approval has been
change in Directors. delegated by the Central Government to the ReB
onal

financial year The application for

c-Form No. RD-1.
obtaining the approval of the concerned iled in
Regional Director shall be ne
 The application shall be
(a) Grounds and rcasonsaccompanied
**

by the following docume

ments:
for the
(6) A coPy ot the mimutes of application
the board
change wAs passed, mcctine at such
resohtion giving details of the number ofwhich
votes
the resolution
authorisig
cast in favour and the
og
(c) Power of
Attorney or Memorandum of
(d) Details of any Appearance, as the case may De
previous application made
and outcome thereof within last 5 vears for change in financl1ai
along with copy of order. yea
Where the Regional Director on
infomati0n or finds such examining the application, finds it necessary to call
application for Turtne
intimation of such information called forbeordefective or incomplete in any respect, he shall pv
to

mail address of the person or the defects or incompleteness, on the last inua
company, which has filed such application, directng n
person or the company to furnish such
to re-subrmit such information, to rectify defects or incompleteness an
or
application within a period of 15 days, in e-Fom No. RD-GNL-5. However,
more than 2 re-subnmissions shall not
be allowed.
Where futher information called for
by the Regional Director is not
incompleteness is not rectified to the satisfaction of the Regionalprovided
or the
dciects or
Director shall reject the Director, the Regional
application with reasons within 30 days from the date of liling
applicatio11 or within 30 days from the date of last re-submission made, as the case may be.
Where the application is found to be in order, the Regional Director shall allow and convey the
order within 30 days from the date of application or within 30 days from the date ot last re-
submission, as the case may be.
Where no order for approval or re-submission or rejection has been explicitly made by the
Regional Director within the stipulated time of 30 days, it shall be deemed that the application
stands approved and an approval order shall be automatically issued to the applicant.
The order conveyed by the Regional Director shall be filed by the company with the Registrar
in Form No. INC-28 within30 days from the date ofreceipt ofthe order.

.31 POWER OF TRIBUNAL TO CALL AGM (Sec.

97
Sec. 97 applies where default is made in holding AGM in accordance with the provisions of
1. Applicability
Sec. 96.
If AGM is not held as per the provisions of Sec. 96, any member may make an application
2. Right of member to
to the Tribunal.
apply to Tribunal which shall be deemed to be
3. Powers of the (a) The Tribunal may call a GM or direct the calling of a GM,
an AGM of the company.
Tribunal it think fit, including a direction that 1
6) The Tribunal may give such directions as nmay
member present in person or proxy shallbe the quorum.

(Sec. 98)
32 POWER OF THE TRIBUNAL TO CALL EGMcalling and holding on extraordinary general meeting with
May 2005 fafe the provisions of the Companles Act, 2013 regarding
meetling to becalled underSection 98.
espect fo power ofthe Tribunal to order conduct an EGM, the Tribunal may
to call or hold or
.Impracticableto If for any reason, it is impracticable it thinks fit.
EGM to be called, held and conducted in such manner as

call an EGM order an

direction that 1 member
fit (including a
.
Powers of the such directions as it may think
The Tribunal may give quorum).
in person or proxy shall be the
3.
Tribunal present

When are the The Tribunal may exercise

such power
of a member, or
powers exercisable (a) on the application
of a director; or
by the Tribunal? (b) on the application
(c) Suo motu
 SECTION
PUNISHMENT FOR DEFAULTIN COMPL YING WITH
33
96 OR 97OR 98 AGM u/s 96 or 97 or EGM u/s 98.
Sec.99
When is Sec. 99 I fIf default is made in holding with the Tribunal.
If default is made in complying any directions of
attracted?
Who shall be The company.
who is in default.
liable? Every officer of the company
Amount of fine Fine upto Rs. I lakh.
Fine, in case of continuing default: Upto Rs. 5,000 per day.
734 EXTRAORDINARY GENERAL MEETING EGM)
State the provisions of the Companies Act, 2013 regarding calling and holding an extraordinary general meeti
Sec 100
Sec.
May 2005
respectto number of members entltled to requisition a meeting. wilth
(A)EGM called by the Board suomotu,
The Board may, whenever it deems fit, call an EGM.
However, the EGM of a company, other than of the wholly owned subsidiary of a company incorporated outside Indis
ndia,
shall beheld at a place within India.
(B)EGM called on requisition ofmembers.
1. Eligible members Company having Member(s) holding2 1/10th of paid up equity share capital.
a share capital
Company having Member(s) holding1/10th of total voting power.
nosharecapital
2. Essentials of a (a) The requisition shall specify the matters for the consideration of which EGM is tohe
valid requisition called. The requisition shall be valid even if it does not specify the reasons for the mattes
proposed to be considered.
(b) The requisition shall be signed by -
(i) all the requisitionists; or
(i) a requisitionist duly authorised, by all other requisitionists.
(c) The requisition shall be deposited at the registered office.
(d) The requisitionists may make the requisition in writing or by electronic mode. The
requisition shall be sent -

) in writing; or
(11) by sending an electronic request and attaching therewith a scanned copy of a duly
signed requisition.
(e) The requisitionists may propose a date for holding the EGM. The requisition shall be

3. EGM called
deposited at least 21 clear days before such proposed date for holding the EGM.
by On receipt of a valid requisition, the Board shall
within 21 days proceed to call an EGM to
the Board be held not later than 45 days from the date of
The notice shall be given to those members
deposit of requisition.
whose names Register
appear in the of
Members within 3 days of receipt of a valid requisition.
4. EGM called by.. If the Board fails to call
an EGM, it may be called by the requisitionists themselves, as follows:.
Requisitionists Time period
for The EGM shall be held within 3
months from the date of deposit or tne
holding EGM requisition.
Manner of calling The requisitionists shall call the EGM in the same manner in whicn a
EGM
Rights off
meeting is called by the Board of directors.
The requisitionists shall be entitled to receive a list of members Iro
requisitionists the company.
The list shall be made
as on 21st
day from the date of receipt or
requisition for calling EGM together with such ave

Occurred upto 45th changes as n

day from the date of receipt of requisition
calling the EGM.
 Day and place for
Tequisitionists should convene the EGM on any day ex cept
holding EGM
national holiday.
oOr
Slonists should convene registered office
the EGM at the
ne same city or town in which the registered office is situatea
|Manner of giving The notice of
EGM shall be given by
notice
i) speed post, or
ii) registered post; or
(iii) clectronic mode.
ny accidental omission to give notice to any member snal nnot
invalidate the proceedings of the EGM.
Non-receipt of notice by any member shall not invalidate the
proceedings of the EGM.
Disclosures in
notice
The notice of EGM shall disclose the place, date, day and hour ot tne
EGM
The notice shall disclose the business to be transacted at EGM, ie. the

agenda.
If the resolution is to be passed as a special resolution, the notice shal
disclose such a fact.
of
Reimbursement of reasonable expenses incurred by the requisitionists by reason
All to the
expenses the failure of the Board to call EGM shall be repaid

requisitionists by the company.

The sum so repaid shall be deducted from the remuneration of the
defaulting directors.
An EGM may be held at any place, even though such place is outside the State in which
5 Judicial Decisions
Ltd.
registered oftice of the company is situated /Bharat Commerce and Industries
v

ROC).
Where the Board failed to call the EGM, and the meetings were generally held
at the
not made available to the
registered office of the company, but the registered office was
held to be valid [R
requisitionists for holding the EGM, holding of EGM elsewhere was

Chettiur v M Chetiar].
shareholder to
An institutional shareholder, like LIC, has the same rights as every other
number of directors.
requisition an EGM for the purpose of considering removal of a certain
EGM the ground that the reasons for the
LIC could not be restrained from calling an on

Lid.).
proposed removal of directors had not becn stated in the requisition /LICv Escoris
(Sec. 100)
EGM Mon Requisition of Members
3months

45.doydays
21 doys
EGM to be heid -

EGM to be held
-

Deposit of Board must proceed when called by

when called by Board
Requisition with the fo call EGM Members
company
oy 2006 an EGM held ataplace olnerthan
theregistered office
r G g i s t e r e d a
Gec100
oy 2017May 2013 movalofMD
Whether rem at
tor holding extra-ordinary general meeting.
The
7.34A. To emo s yalid? members of Global Ltd. submiffed requisition
the Managing Director did not allow the
n e Managing Director, 40% held the meefin9.
Since
mpany fri the requisitionists resolution for removal of

ding of 0 call the said meeting and hence

the said meeting was held at
some
ofher place and a of the provisions of the
meetin
ihe Managing at the reg
registered office of the Company,
of the said meefing
and resolufion passed
therein in the light
was passed. Examine the validity
Companies
mpanies A Act, 2013.or
 share capital of the company:
Ans. at least 10% of the paid up
hold EGM [LICe
assuming that the requisitionists the resolutions propOsed afihe v Escorts
The requisilion is valid need not disclose fhe
r e a s o n s behind
eniling the memi
Since the requisition
since the Board failed
lo call the EGM
within the lime prescribed
u/s 100, fhereby
embers to cal,
Holding of EGM at a
hold and conduct Ihe EGM; for the reqUisitionists to hold the
place other than the oflice was kept lock,
and so it was not possible
office of the company.
e
EGM in the
registered office is since Ihe registered registered
held, viz. at the
in which GMs are ordinarily removing MD was passed in
Same manner
valid
Resolution removing since the EGM was called. held and conducted,
Chettiar v M Chettiar).
and the resolution
CcordonCe
the MD is valid with the provisions of the Act .R

CIRCULATION OF MEMBERS' RESOLUTIONS (Sec. lli

7.35 act on the requisition of
such number oI members as are elio
eligible
A company shall be bound to
1. Members eligible hereunder:
to call an EGM u/s 100, as given
to make share capital.
Member(s) holding > 1/10th ofpaid up equity
requisition u/s 111Company
having a|
sharecapital voting power.
Company having | Member(s) holding2 1/10th oftotal
no share capital
any resolution to the company and require t
The requisilionists are entitled to propose
2. Rights of (a) AGM. When a resolution is so pronosed
company to move such
resolution at the ensuing
all its members.
posed,
requisitionists.u/s bound to give notice of such resolution
to
the company shall be
111 of a GM, which is to be dealt with a
(b) With respect to any matter referred to in the notice
statement with respect to such
that GM, the rcquisitionists are entitled to prepare any
statement to all the members.
matter, and require the company to circulate such

Signed by the requisitionists

3. Legal
requirements for Place of Deposit Registered office

a valid requisition | Deposit of money A sumreasonably sufficient to meet the company's expenses must be
deposited by the requisitionists along with the requisition.
The requisition shall be valid only if it is
Time limit for Where requisition
deposit proposesa deposited at least 6 weeks before the AGM.
resolution However, if after the requisition is deposited
with the company, an AGM is called on a date
within 6 weeks of the date of deposit of the
requisition, the requisition shall be deemed to
have been properly deposited.
Where requisition The requisition shall be valid only if it is
requires circulation deposited at least 2 weeks before the date of
ofa statement GM.
4. Check on abuse of The company shall not be bound to circulate any statement, if CG is satisfied that the
Sec. 111 rights conferred u/s 111 are being abused to secure needless publicity for defamatory
matter.

CG may also order that the requisitionists shall pay to the company the cost incurredby
the company in making application to CG, notwithstanding that the requisitionists were

not aparty to the application.

5. Effects of default| The company and every officer of the company who is in default shall be liable to a penalty0
| Rs.25,000.