Meetings and Resolutions CHAPTER
LEARNING OBJECTIVES
INTRODUCTION
KINDS OF MEETINGS
Annual General Meetingis a yearly gathering of shareholders.
ANNUAL GENERAL MEETING (Section 96) ordinary general meeting
STATUTORY PROVISIONS FOR CONDUCTING ANNUAL GENERAL MEETING
1. Gap between the two Annual General Meetings (AGMs) [Sec. 96]
(i) First Annual General Meeting: (ii) Subsequent Annual General Meetings: (iii) Extension of validity period of AGM:
2. Business to be transacted at annual general meeting
special business.
3. Power to Convene an Annual General Meeting
Adjournment 6. Holding of Annual General Meeting Where the Annual Accounts are not ready
7. Power of Tribunal to Call Annual General Meeting
8. Default in holding the annual general meeting
9. Importance
EXTRAORDINARY GENERAL
MEETING
(EGM)
All general meetings other than annual general meeting for taking up some urgent business is called as Extraordinary General Meeting
1. Extraordinary Meeting Convened By the Board of Directors
(A) By the Directors on the requisition of members i ii
(B) By the requisitionists themselves
Requisition for convening of EGM by members:
Reimbursement of expenses in calling a meeting
Notice to be signed:
No explanatory statement annexed to the notice: -
(C) Extraordinary meeting ordered by the Tribunal [Sec.98]
2. Place of meeting (Section 96)
3. Day of meeting (Section 96)
4. Time of meeting (Section 96)
5. Proxy clause with reasonable prominence [Section 105(2)]
CLASS MEETINGS
Class meetings are the meetings of the shareholders and the creditors.
REQUISITES OF A VALID MEETING
1. Proper Authority bona fide
2. Notice of Meetings
a (i) Notice to whom a b
ii) Contents of Notice
3. Quorum a Public companyQuorum refers to the minimum number of members required to constitute a valid meeting.
b Private company:
Absence of quorum:
4. Chairman of meeting [Sec. 104]
(i) Duties of the Chairman
(ii) Minutes of the Meeting
Minutes are the records of proceedings of a meeting.
(iii) Rules of Keeping Minutes
minutes minute books
PENALTY
VOTING AND POLL
1. Voting by a show of hands (Sec. 107): -
2. Voting by poll (Sec. 109):
Proxies (Sec. 105)
Passing of Resolution by Postal Ballot
Procedure for passing Resolution by Postal Ballot
1. Determination of Matters for Postal Ballot:
2. Board Meeting:
3. Appointment of Scrutinizer:
4. Drafting of Notice:
5. Approval of Notice:
6. Dispatch of Notice: -
7. Timeframe for Voting: -
8. Receipt of Votes:
9. Declaration of Results:
10. Filling with ROC:
Applicability of Postal Ballot
Procedure to be followed for conducting business through Postal Ballot
1. Board Resolution:
2. Appointment of Scrutinizer:
3. Notice to Shareholders: -
4. Postal Ballot Notice:
5. Postal Ballot Forms: -
6. Advertisement and Website Disclosure:
7. Voting Period: -
8. Receipt of Postal Ballots:
9. Scrutiny of Postal Ballots:
10. Declaration of Results:
11. Record-keeping:
E-voting or voting by electronic means as per Companies Act, 2013
Procedure of e-voting
1. Board Decision:
2. Appointment of Recognized Intermediary: -
3. Notice to Shareholders:
4. Provide e-voting Period:
5. Shareholder Authentication:
6. Cast Votes Electronically:
7. Confirmation Receipt:
8. Consolidation of Votes:
9. Scrutiny of Votes: -
10. Results Declaration: -
11. Record-keeping:
Legal Aspects of Business | Text & Cases
AUTHOR : M.K. NABI
PUBLISHER : TAXMANN
DATE OF PUBLICATION : JUNE 2024
EDITION : 2ND EDITION
ISBN NO : 9789357784054
NO. OF PAGES : 800
BINDING TYPE : PAPERBACK
Rs. 995 | USD 13
DESCRIPTION
This book adopts a fresh approach to acquaint the readers with the nuances of various business laws. The methodology is curated for those venturing into the world of law for the first time; this book strikes a sublime balance between comprehensive content and ease of understanding.
It is designed to cater to the needs of MBA, PGP, M.Com. students. and other allied courses. It focuses on helping the reader grasp the basic tenets, terminologies, and legal jargon. This book covers the syllabus of legal aspects of business, business law, and company law prescribed by various Indian universities and institutions.
The Present Publication is the 2nd Edition, authored by Dr. Mohammed Kamalun Nabi, with the following noteworthy features:
• [2nd Edition Highlights]
o New Chapters
Insolvency and Bankruptcy Code, 2016
MCA-21 and E-filing
Environment Protection Act, 1986
o Updated Chapters
Consumer Protection (new amendment)
Companies (Amendment) Acts of 2019 and 2020
Negotiable Instruments
Intellectual Property Rights
Online registration of companies and LLP incorporation (Spice+ form)
• [Clear & Systematic Presentation] Simple language and structured explanations.
• [Comprehensive Coverage] Over ten business laws with case laws and examples.
• [Detailed IT Act & IPR] Extensive treatment of these topics.
• [Practical Examples] Real-world caselets and examples.
• [Student-Oriented] Developed from extensive student interactions and teaching experience.