CH.

18 General Meetings and Resolutions

Introduction Co. is an artificial person created by law. The business of a co. is carried on by
the elected representatives of the shareholders. They take decisions regarding
matters affecting the co. by calling meetings. They cannot decide all matters
themselves.
Certain matters are required to be decided by the whole body of members.
Therefore, members’ meetings are held from time to time.
Shareholder Democracy, Class Action Suits and Protection of interest of
investors are the essence and attributes of the Companies Act, 2013.

Secretarial Secretarial Standard 2 (SS-2) on General Meeting issued by the Institute of

Standard on Company Secretaries of India (ICSI) and approved by central government is to
General be mandatorily adhered by all companies as per the provision of Section 118
Meetings of (10) of Companies Act, 2013.
companies
The objective of secretarial standard is to promote good corporate governance.
This Standard is applicable to all types of General Meetings of all companies
incorporated under the Act except One Person Company (OPC) and class or
classes of companies which are exempted by the Central Government through
notification.

Applicability: Secretarial Standards were issued on 23rd April 2015 and are effective from
1st July 2015. SS- 2 shall only apply to general meetings in respect of which
notices are issued on or after 1st July, 2015.

Members’ Meetings
Members Meeting or General Meeting or General Body Meeting or GB Meeting
1. Annual General Meeting (AGM)
2. Extra-ordinary General Meeting (EGM)
3. Class Meetings

Annual General Meeting (AGM) [Section 96]

Section 96 provides that every company, other than a one-person company is required to hold
an annual general meeting every year.

Key provisions regarding the holding of an annual general meeting:

Business AGM is called for the purpose of transacting Ordinary Business. The term
to be ordinary business for which AGM is called for includes:
transacted 1. Passing of annual accounts
2. Declaration of dividends
3. Election of directors
4. Appointment and fixation of remuneration of auditors

Any other item of agenda except above four is considered as Special Business.

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 In case of any other meeting, all business shall be deemed to be special.

Holding 1. Annual general meeting should be held once in each calendar year.
of AGM
2. First annual general meeting of the company should be held within 9
months from the closing of the first financial year. Hence it shall not be
necessary for the company to hold any annual general meeting in the year
of its incorporation.

3. Subsequent annual general meeting of the company should be held

within 6 months from the date of closing of the relevant financial year.

4. The gap between two annual general meetings shall not exceed 15
months.

A one-person company is exempt from holding an AGM.

Extension In case, it is not possible for a company to hold an annual general meeting within
of validity the prescribed time, the Registrar may, for any special reason, extend the time
period of within which any annual general meeting shall be held. Such extension can be for
AGM a period not exceeding 3 months.
No such extension of time can be granted by the Registrar for the holding of the
first annual general meeting.

Date, An annual general meeting can be called during business hours, that is, between
Time and 9 a.m. and 6 p.m. on any day that is not a National Holiday.
place for
holding It should be held either at the registered office of the company or at some other
an annual place within the city, town or village in which the registered office of the
general company is situated.
meeting
The Central Government is empowered to exempt any company from these
provisions, subject to such conditions as it may impose.

In case of Government company, the Central Government may approve such

other place for holding AGM, if the place is other than registered office.

Penalty Section 99 provides that if any default is made in complying or holding a

for meeting of the company, the company and every officer of the company who is
default in in default shall be punishable with fine which may extend to one lakh rupees and
holding in case of continuing default, with a further fine which may extend to five
the thousand rupees for each day during which such default continues.
annual
general If any default is made in holding the annual general meeting of a company, any
meeting member of the company may make an application to the Tribunal to call or direct
[Sec. 99] the calling of, an annual general meeting of the company and give such
directions as the Tribunal thinks expedient.
Such directions may include a direction that one member of the company present
in person or by proxy shall be deemed to constitute a meeting.

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Extra Ordinary General Meeting (Section 100)

EGM is called for transacting some urgent or special business which cannot be postponed till
the next AGM.
It may be convened by: -
(i) BODs on its own or
(ii) On the requisition of the members; or
(iii) Requisitionists themselves on the failure of the BODs to call the meeting;
(iv) Tribunal.

(1) By the The Board may, whenever it deems fit, call an extraordinary general meeting
Board Suo of the company, as per SS-2 such EGM may be held at any place within
motu [Sec100 India.
(1)]
(2) By Board The Board shall, call an extraordinary general meeting on receipt of the
on requisition requisition from the following number of members:
of members (a) in the case of a company having a share capital: members who hold, on
[Sec. 100 (2)] the date of the receipt of the requisition, not less than one-tenth of such of the
paid-up share capital of the company as on that date carries the right of
voting;

(b) in the case of a company not having a share capital: members who
have, on the date of receipt of the requisition, not less than one-tenth of the
total voting power of all the members having on the said date a right to vote.

Matter set out for consideration in requisition:

The requisition made as above, shall set out the matters for the consideration
of which the meeting is to be called and shall be signed by the requisitionists
and sent to the registered office of the company.

Time period for calling the meeting: The Board is required to proceed to
call a meeting within 21 days from the date of receipt of a valid requisition,
to convene a meeting which should be held within 45 days of such deposit of
the requisition with the company.

(3) By (1) Board’s Failure: If the Board fails to call a meeting as required by the
requisitionists requisitionist, the meeting may be called by requisitionists themselves and
[Sec 100(4)] held within 3 months from the date of deposit of the requisition.
Such requisition shall not pertain to any item of business that is required to be
transacted mandatorily through postal ballot.

(2) Timings & Days: The notice shall specify the place, date, day and hour
of the meeting and shall contain the business to be transacted at the meeting.

(3) Notice to be signed: The notice shall be signed by all the requistionists or
by a requistionists duly authorized in writing by all other requistionists on
their behalf or by sending an electronic request attaching therewith a scanned
copy of such duly signed requisition.

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 (4) No explanatory statement annexed to the notice: No explanatory
statement as required under section 102 need be annexed to the notice of an
extraordinary general meeting convened by the requistionists and the
requistionists may disclose the reasons for the resolution(s) which they
propose to move at the meeting.

(5) Serving of notice of the meeting: The notice of the meeting shall be
given to those members whose names appear in the Register of members of
the company within three days on which the requistionists deposit with the
Company a valid requisition for calling an extraordinary general meeting.

(6) Mode of giving notice: The notice of the meeting shall be given by speed
post or registered post or through electronic mode. Any accidental omission
to give notice to, or the non-receipt of such notice by, any member shall not
invalidate the proceedings of the meeting.

• Where a meeting is called by requisitionist themselves and the

registered office is not available to them, they may hold the meeting
anywhere else.
• Requisitionist shall not be allowed to hold the meeting after the
expiry of 3 months from the date of deposit of the requisition.
• Requisitionists are entitled to claim all expanses.
• Co. shall be entitled to indemnify itself and to deduct the sum so paid
out of fee payable to defaulting directors.
• Resolutions properly passed at meeting called by the requisitionists
shall be binding upon the co.
• In case, the quorum is not present within half-an-hour from the time
appointed for holding a meeting called by requisitionists, the meeting
shall stand cancelled. [Sec. 103(2)(b)]

(4) By Section 98 provides that if for any reason it is impracticable to call a meeting
Tribunal of a company or to hold or conduct the meeting of the company, the Tribunal
[Section 98 may, either suo motu or on the application of any director or member of the
(yet to be company who would be entitled to vote at the meeting:
notified)] (a) order a meeting of the company to be called, held and conducted in such
manner as the Tribunal thinks fit; and
(b) give such directions as the Tribunal thinks expedient.
Such directions may include a direction that one member of the company
present in person or by proxy shall be deemed to constitute a meeting.

Procedure for convening of a valid general meeting

The essentials of a valid meeting are that the meeting should be:
(a) Properly (i) The meeting must be called by proper authority; and
convened (ii) Proper notice must be served in the manner specified under Section 101
and 102 of the Act.

(b) Properly (i) Proper quorum must be present in the general meeting (Sec. 103 of the
constituted Act)
(ii) Proper chairman must preside the meeting (Sec. 104 of the Act)

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(c) Properly (i) The business must be validly transacted at the meeting i.e. resolutions must
conducted be properly moved and passed, and voting by show of hands and on poll.
(ii) Proper minutes of the meeting must be prepared. (Sec. 118 of the Act)

Notice of Meeting (Sec. 101)

Notice Period
A general meeting of a company may be called by giving not less than 21 clear days’ notice
either in writing or through electronic mode.
In case of section 8 company, 14 days’ clear notice is required instead of 21 days.

‘Clear days’ means days exclusive of the day of the notice of service and of the day on which
the meeting is held.
Where a notice of general meeting is sent by post, it shall be deemed to be served at the
expiration of 48 hours after the letter containing the same is posted (Rule 35(6) of the
Companies (Incorporation) Rules, 2014).

The day on which the notice is deemed to be served on the member, and the day of the general
meeting have to be in addition to the 21 days.

Shorter A general meeting may be called after giving a shorter notice also if consent is
notice given in writing or by electronic mode by not less than 95% of the members
entitled to vote at such meeting.

Contents of Notice

Place of The notice should state the place where the general meeting is scheduled to be
meeting (Sec. held. In case of an annual general meeting, the place of the meeting has to be
96) either the registered office of the company or some other place within the city,
town or village in which the registered office of the company is situated.

Day of The day and date of the meeting should be clearly stated in the notice. In case
meeting (Sec. of an annual general meeting, the day should be one that is not a National
96) Holiday. An extraordinary general meeting can however be held on any day.
However, a meeting called by the requisitionists shall be convened only on a
working day.

Time of Exact time of holding the meeting should be given in the notice. An annual
meeting (Sec. general meeting can be called during business hours only, i.e. between 9:00
96) a.m. and 6:00 p.m. There is no restriction of timings in case of an
extraordinary general meeting.

Agenda (Sec. A statement of the business to be transacted at the general meeting should be
102) given in the notice. In case, the meeting is to transact a special business, an
explanatory statement should be attached about such item.

Proxy clause Voting by proxy at the meeting, should carry with reasonable prominence, a
with statement that a member entitled to attend and vote is entitled to appoint a

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reasonable proxy, or, where one or more proxies are allowed, then proxy(ies) can attend
prominence and vote instead of member, and that a proxy need not be a member.
[Sec. 105(2)]

Notice through Electronic Mode (Rule 18 of Companies (Management and

Administration) Rules 2014)

The company may serve the notice in electronic mode in following manner.
(1) A company may give notice through electronic mode.

(2) A notice may be sent through e-mail as a text or as an attachment to e-mail.

(3) (i) The e-mail shall be addressed to the person entitled to receive such e-mail as per
the records of the company or as provided by the depository.

(ii) The subject line in e-mail shall state the name of the company, notice of the type of
meeting, place and the date on which the meeting is scheduled.

(iii) If notice is sent in the form of a non-editable attachment to e-mail, such

attachment shall be in the Portable Document Format.

(iv) When notice or notifications of availability of notice are sent by e-mail, the
company should ensure that it uses a system which produces confirmation of the total
number of recipients e-mailed and a record of each recipient to whom the notice has
been sent and copy of such record and any notices of any failed transmissions and
subsequent re-sending shall be retained by or on behalf of the company as ‘‘proof of
sending’’.

(v) The company’s obligation shall be satisfied when it transmits the e-mail and the
company shall not be held responsible for a failure in transmission beyond its control.

(vi) If a member entitled to receive notice fails to provide or update relevant e-mail
address to the company, the company shall not be in default for not delivering notice
via e-mail.

(vi) The company may send e-mail through in-house facility or authorize any third
party agency providing bulk e-mail facility.

(vii) The notice made available on the electronic link or Uniform Resource Locator
has to be readable, and the recipient should be able to obtain and retain copies and
the company shall give the complete Uniform Resource Locator (or address of the
website) and full details of how to access the document or information.

(viii) The notice of the general meeting of the company shall be simultaneously placed
on the website of the company if any and on the website as may be notified by the
Central Government.

Persons According to Section 101(3), notice of every meeting of the company must be
entitled to given to:

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receive (a) every member of the company, legal representative of any deceased member
Notice or the assignee of an insolvent member;
(b) the auditor or auditors of the company; and
(c) every director of the company.

The non-receipt of notice or accidental omission to given notice to any member shall not
invalidate the proceedings in the meeting [Sec.101(4)].
However, omission to serve notice of meeting on a member on the mistaken ground that he is
not a shareholder cannot be said to be an accidental omission.
[Musselwhite Vs. C.H. Musselwhite & Sons Ltd.]

Secretarial SS-2 provides that where the company has received intimation of death of a
Standard Member, the Notice of Meeting shall be sent as under:
on (a) where securities are held singly, to the Nominee of the single holder;
entitlement (b) where securities are held by more than one person jointly and any joint
to receive holder dies, to the surviving first joint holder;
notice: (c) where securities are held by more than one person jointly and all the joint
holders die, to the Nominee appointed by all the joint holders;
(i) In the absence of a Nominee, the notice shall be sent to the legal
representative of the
deceased Member.
(ii) In case of insolvency of a Member, the Notice shall be sent to the
assignee of the insolvent Member.
(iii) In case the Member is a company or body corporate which is being
wound up, Notice shall be sent to the liquidator.

Contents of Explanatory Statement

In case of special business items to be transacted at a general meeting, a statement consisting

of following material facts, shall be annexed to the notice calling the meeting:
(I) (a) the nature of concern or interest, in respect of each item of:
− every director and the manager;
− every other key managerial personnel; and
− relatives of every director, manager and key managerial person.
(b) any other information and facts that may enable members to understand the
implications of the items of business and to take decision thereon.

(II) Where any item of business refers to any document, which is to be considered at the
meeting, the time and place where such document can be inspected shall be specified in the
explanatory Statement.

Effect of non-disclosure

Where as a result of the non-disclosure or insufficient disclosure in any statement referred as

above, being made by a promoter, director, manager or other key managerial personnel,
any benefit which accrues to such promoter, director, manager or other key managerial
personnel or their relatives, the promoter, director, manager or other key managerial
personnel, as the case may be, shall hold such benefit in trust for the company, and shall be
liable to compensate the company to the extent of the benefit received by him.

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If the explanatory statement is vague and tricky, or insufficient and misleading, the resolution
passed, is bad in law. [Central Industrial Alliance Ltd. Vs. Pravin Kantilal Vakil ]

Secretarial SS-2 provides that Notice shall be sent by hand or by ordinary post or by speed
Standard post or by registered post or by courier or by facsimile or by e-mail or by any
on other electronic means.
issuance of
notice Notice shall be sent to Members by registered post or speed post or courier or e-
mail and not by ordinary post in the following cases:
(a) if the company provides the facility of e-voting;
(b) if the item of business is being transacted through postal ballot.

If a Member requests for delivery of notice through a particular mode, other than
one of those listed above, he shall pay such fees as may be determined by the
company in its Annual General Meeting and the Notice shall be sent to him in
such mode.
Notice shall be sent to Members by registered post or speed post or email if the
Meeting is called by the requisitionists themselves and where the Board had not
proceeded to call the Meeting.

Quorum for Meetings[Section-103]

Quorum refers to the minimum number of members required to constitute a valid meeting.
(a) In the case of a public company,

S. No. Quorum for the meeting Number of members

1 5 members personally present Not more than one thousand

2 15 members personally More than one thousand but up to five
present thousand
3 30 members personally Exceeds five thousand
present

(b) In the case of a private company, two members personally present, shall be the quorum
for a meeting of the company.

However, the Articles of Association of the company may provide for a higher number.

Secretarial Standard on Quorum

SS-2 provides that where the Quorum provided in the Articles is higher than that provided
under the Act, the Quorum shall conform to such higher requirement. Members need to be
personally present at a Meeting to constitute the Quorum. Proxies shall be excluded for
determining the Quorum.

SS-2 provides that 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.

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One person can be an authorized representative of more than one body corporate. In such a
case, he is treated as more than one Member present in person for the purpose of Quorum.

However, to constitute a Meeting, at least two individuals shall be present in person. Thus, in
case of a public company having not more than 1000 members with a Quorum requirement of
five Members, an authorized representative of five bodies corporate cannot form a Quorum by
himself but can do so if at least one more Member is personally present.

Members who have voted by Remote e-voting have the right to attend the General Meeting
and accordingly their presence shall be, counted for the purpose of Quorum.

A Member who is not entitled to vote on any particular item of business being a related party,
if present, shall be counted for the purpose of Quorum.

The stipulation regarding the presence of a Quorum does not apply with respect to items of
business transacted through postal ballot.

Consequences of no 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 (under section 100), shall stand cancelled.

Notice of an adjourned meeting

Where the meeting stands adjourned to the same day in the next week at the same time and
place, or to such other day, not being a National Holiday, or at such other time and place as the
Board may determine, there the company shall give at least 3 days’ notice to the members
either individually or by publishing an advertisement in 2 newspapers (one in English and one
in vernacular language).

No quorum in an adjourned meeting

If at the adjourned meeting also, a quorum is not present within half an- hour from the time
appointed for holding meeting, the members present, being not less than two in numbers,
will constitute the quorum.

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 a Meeting is adjourned sine-die (Without a date fixed) or for a period of thirty days or more,
a Notice of the adjourned Meeting shall be given in accordance with the provisions contained
herein above relating to Notice.

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
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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.

Personally The words, personally present exclude proxies. However, the representative of a
Present body corporate appointed under Section 113 or the representative of the
President or a Governor of a State under Section 112 is a member ‘personally
present' for purpose of counting a quorum. [Re. Kelantan Coconut Estate Ltd.]

In case two or more corporate bodies who are members of a company are represented by
single individual, each of the bodies corporate will be treated as personally present by the
individual representing it.
If, for instance, he represents three corporate bodies, his presence will be counted as three
members being present in person for purposes of quorum.

One individual may count as more than one member if he attends the meeting in more than one
capacity, e.g. as a member holding shares in his own right and as a member entitled to vote in
person in respect of a trust holding [Re. Neil McLeod & Sons Ltd.]

Chairman of Meetings (Section 104)

• Every general meeting is presided over by a CM.

• He regulates and supervises the proper conduct of the business.
• Unless the A.A. otherwise provide, the members personally present at the meeting shall
elect one of themselves to be CM.
Duties: To see proper discipline is maintained
• To act in bona-fide manner
• To perform both judicial and ministerial duties
Powers of Chairman
• Prima facie authority to decide all questions, but members are not precluded from
maintaining by litigation that he was wrong.
• Entry in the minute books of CM’s decision is evidence of correctness of decision.
• Right to decide priority amongst speakers, to demand poll, to exercise Casting vote, to
expel an unruly member, to apply closure to discussion after it has been reasonably
debated.
• Adjourn a meeting when it is impossible, by reason of disorder.

Secretarial Standard on appointment and role of Chairman

SS-2 provides that 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 unwilling 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 present within fifteen Minutes after the time appointed for holding the
Meeting, or if no Director is willing to take the chair, the Members present shall elect, on a

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show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise
provided in the Articles.

Election of If a poll is demanded on the election of the Chairman, it shall be taken

the forthwith in accordance with the provisions of the Act and the Chairman
Chairman elected on a show of hands shall continue to be the Chairman of the Meeting
until some other person is elected as Chairman as a result of the poll, and such
other person shall be the Chairman for the rest of the Meeting.

Objective & SS-2 requires that the Chairman shall explain the objective and implications of
Implications the Resolutions before they are put to vote at the Meeting.

Interested SS-2 provides that in case of public companies, the Chairman shall not propose
Chairman any Resolution in which he is deemed to be concerned or interested.

Explain SS-2 provides that if any Director is unable to attend the Meeting, the
Chairman shall explain such absence at the Meeting.

Seated SS-2 requires that Directors who attend General Meetings of the company and
the Company Secretary shall be seated with the Chairman.

PRESENCE OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR

Presence of According to Sec. 146, qualified Auditors shall be present in general meetings
Auditor unless otherwise exempted, either himself or through his authorized
representative. He shall have right to be heard at such meeting on any part of the
business which concerns him as the auditor.

The authorized representative who attends the General Meeting of the company
shall also be qualified to be an Auditor.

Proxies (Section 105)

The term proxy has a double meaning: -

1. The person authorized to attend and vote for another at a meeting.
2. The instrument by which a person is appointed to act for another at a meeting.
If the A.A. do not otherwise provide: -
1. A proxy can vote only on a poll.
2. A member of a private co. cannot appoint more than one proxy to attend on the same
occasion.
3. A member of a co. not having a share capital cannot appoint a proxy.
Proxy form to be deposited 48 hours before the meeting.
Proxy is revocable at any time. Where a shareholder who having appointed a proxy
personally attends and votes at the meeting, the proxy is revoked thereby, and he can vote
in person.
The death or insanity of a shareholder after he has appointed a proxy shall not revoke the
authority of the proxy, until the co. has notice of the death or insanity.

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Section 105 of the Companies Act, 2013 provides that a member, who is entitled to attend to
vote, can appoint another person as a proxy to attend and vote at the meeting on his behalf.
This section also provides the manner of appointing proxy.
The provisions are as follows.

Who can Any member of a company who is entitled to attend and vote at a meeting of the
appoint a company shall be entitled to appoint another person as a proxy to attend and
proxy vote at the meeting on his behalf.

Member The proxy may or may not be a member of the co.

or not However, a Proxy shall be a Member in case of companies with charitable
objects etc. and not for profit registered under the specified provisions of
the Act.

A Proxy can act on behalf of Members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the company
carrying Voting Rights.

However, a Member holding more than ten percent of the total share capital of
the company carrying Voting Rights may appoint a single person as Proxy for
his entire shareholding and such person shall not act as a Proxy for another
person or shareholder.

If a Proxy is appointed for more than fifty Members, he shall choose any fifty
Members and confirm the same to the company before the commencement of
specified period for inspection. In case, the Proxy fails to do so; the company
shall consider only the first fifty proxies received as valid.

Disabilities A proxy shall not have the right to speak at the meeting. A proxy cannot vote on
of proxy a show of hands. A proxy is not counted for the purpose of quorum.

Rights of A proxy has the right to attend the meeting. A proxy has the right to vote only
proxy on a poll. A proxy, if eligible, has the right to demand a poll.

Restriction A member of a company registered under section 8 (Not for Profit company)
on proxy shall not be entitled to appoint any other person as his proxy unless such other
person is also a member of such company.

Time limit The instrument appointing the proxy must be deposited with the company, 48
for deposit hours before the meeting. Any provision contained in the articles, requiring a
of proxy longer period than 48 hours shall have effect as if a period of 48 hours had been
forms specified.
The prescribed proxy form is Form No. MGT 11.

Inspection Every member entitled to vote at a meeting of the company is entitled to inspect
of proxy the proxies lodged with the company, if at least 3 days’ notice in writing is
given to the company. Such notice shall be received at least three days before
the commencement of the Meeting. Such inspection can be taken during the
period beginning 24 hours before the time fixed for the commencement of the
meeting, during the business hours of the company, and ending with the

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 conclusion of the meeting. Such inspection should be allowed between 9:00 am
and 6:00 pm during such period.

Revocation If after appointment of proxy, the member himself attends the meeting, it
of proxy amounts to automatic revocation of proxy. But once the proxy has voted, it
cannot be revoked.
A Proxy need not be informed of the revocation of the Proxy issued by the
Member.

Restriction on Voting Rights (Section 106)

Calls pending The articles of a company may provide that a member shall not exercise any
voting right in respect of any shares registered in his name on which any calls
or other sums presently payable by him have not been paid or on which
company has exercised any right or lien.
No member can be prohibited from exercising his voting right on any other
ground.

Voting by Show of Hands (Section 107)

At any general meeting, a resolution put to the vote of the meeting shall in the first instance be
decided on a show of hands, unless-
(a) A poll is demanded under section 109 of the Act.
(b) Voting is carried out electronically under section 108 of the Act.

A declaration by the Chairman of the meeting of the passing of a resolution on show of hands
and an entry to that effect in the minutes book shall be conclusive evidence of the fact of
passing of such resolution. No proof of numbers of votes casts in favor of and against the
resolution is required.

Voting through Electronic Means (Section 108)

e-Voting General meetings of companies are held at their registered offices and it is not
possible for every member specially members holding minor shares to travel
up to the registered office of the company and participate in the general
meetings of the company.
To eliminate this type of difficulty and to enhance the participation of
minority members, concept of e-voting has been introduced by the
Companies Act 2013. Now a member can cast his vote easily through
electronic mode without physically attending the general meeting.

Attend the E-voting do not eliminate members right to physically attend and vote at the
meeting general meeting. However, member can cast his vote through one mode only.
A member after casting his vote through e-voting can go and attend the
general meeting but cannot cast vote in that general meeting.

Applicability: Section 108 of the Act shall apply to such companies as may be prescribed by
the Central Government. The prescribed class of companies, for this purpose,
are-

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 (i) All companies whose equity shares are listed on a recognized stock
exchange; and
(ii) All companies having 1000 or more members.

Non- Following companies are out of ambit of e-voting: -

applicability 1. Companies having whose debenture/preference shares are only listed.
2. Companies listed on SME trading platform.
3. Companies listed on institutional trading platform.

Meaning of certain terms

Rule 20 of Companies (Management and Administration) Amendment Rules, 2015 defines
some of the terms relating to voting through electronic means as follows:

Cut-off “Cut-off date” means a date not earlier than seven days before the date of
date general meeting for determining the eligibility to vote by electronic means in the
general meeting.

Cyber “Cyber security” means protecting information, equipment, devices, computer,

security computer resource, communication device and information stored therein from
un-authorized access, use, disclosures, disruption, modification or destruction.

Electronic “Electronic voting system” means a secured system based process of display of
voting electronic ballots, recording of votes of the members and the number of votes
system polled in favor or against, in such a manner that the entire voting exercised by
way of electronic means gets registered and counted in an electronic registry in a
centralized server with adequate cyber security.

Remote e- “Remote e-voting” means the facility of casting votes by a member using an
voting electronic voting system from a place other than venue of a general meeting.

Secured “Secured system” means computer hardware, software, and procedure that
system (a) are reasonably secure from unauthorized access and misuse;
(b) provide a reasonable level of reliability and correct operation;
(c) are reasonably suited to performing the intended functions; and
(d) adhere to generally accepted security procedures.

E-Voting

(a) The Board shall appoint one or more scrutinizers for e-voting or the ballot
process
The scrutinizer (s) may be a Company Secretary in Practice, a Chartered Accountant in
Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who is
not in the employment of the company and who can, in the opinion of the Board, scrutinize the
e-voting process or the ballot process in a fair and transparent manner.

(b) The Board shall appoint an Agency.

(c) The Board shall decide the cut-off date for the purpose of reckoning the names of
Members who are entitled to Voting Rights.

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 (d) The Board shall authorize the Chairman or in his absence, any other Director to
receive the scrutinizer’s register, report on e-voting and other related papers with
requisite details.

(e) Notice of Meeting

The notice of the meeting shall clearly state that: -
(i) the company is providing facility for voting by electronic means and the business may be
transacted through such voting.

(ii) the facility for voting, either through voting by electronic means or ballot/polling paper
shall also be made available at the meeting and members attending the meeting who have not
already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

(iii) that the members who have cast their vote by remote e-voting prior to the meeting may
also attend the meeting but shall not be entitled to cast their vote again.

Voting through Electronic Means- Other Provisions

1. Additional The notice shall –

Disclosures (i) indicate the process and manner for voting by electronic means;
in notice (ii) indicate the time schedule including the time period during which the
votes may be cast by remote e-voting;
(iii) provide the details about the login lD;
(iv) specify the process and manner for generating or receiving the
password and for casting of vote in a secure manner.

2. Public notice (i) The company shall cause a public notice by way of an advertisement to
by way of be published, immediately on completion of dispatch of notice of general
advertisement meeting.

(ii) The public notice shall be published at least twenty-one days before the
date of general meeting, at least once in a vernacular language of the district
in which the registered office of the company is situated, and at least once
in English language in an English newspaper having country-wide
circulation.

(iii) The public notice shall specify the following matter in the said
advertisement
(a) a statement that the business may be transacted through voting by
electronic means;

(b) The date and time of commencement of remote e-voting;

(c) The date and time of end of remote e-voting;

(d) Cut-off date;

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 (e) The manner in which persons who have acquired shares and become
members of the company after the dispatch of notice may obtain the login
ID and password;

(f) A statement that remote e-voting shall not be allowed beyond the said
date and time;

(g) Website address of the company, if any, and of the agency where notice
of the meeting is displayed; and

(h) Name, designation, address, email id and phone number of the person
responsible to address the grievances connected with facility for voting by
electronic means.

The public notice shall be placed on the website of the company, if any, and
of the agency. Such notice shall remain on the website till the date of
general meeting.

3.Remote e- (i) The facility for remote e-voting shall remain open for not less than three
voting days and shall close at 5.00 p.m. on the date preceding the date of the
general meeting.

(ii) During the period when facility for remote e-voting is provided, the
members of the company, holding shares either in physical form or in
dematerialized form, as on the cut-off date, may opt for remote e-voting.

(iii) Once a member has cast his vote on a resolution, he shall not be
allowed to change it subsequently or cast the vote again.

(a) A member may participate in the general meeting even after

exercising his right to vote through remote e-voting but shall not be
allowed to vote again.
(b) At the end of the remote e-voting period, the facility shall
forthwith be blocked.

4. (i) The Board of Directors shall appoint one or more scrutinizer(s).

Appointment
of scrutinizer (ii) The scrutinizer(s) may be a Chartered Accountant in practice, Cost
Accountant in practice, or Company Secretary in practice or an Advocate,
or any other person who is not in employment of the company and is a
person of repute who, in the opinion of the Board can scrutinize the voting
and remote e-voting process in a fair and transparent manner. At least one
of the scrutinizers shall be a member who is present at the Meeting provided
such members is available and willing to be appointed.

(iii) The scrutinizer may take assistance of a person who is not in

employment of the company and who is well-versed with the electronic
voting system.

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5. Voting at (i) During general meeting, a company may opt to provide the same
General electronic voting system as used during remote e-voting. In such a case, the
Meeting members attending the general meeting and who have not exercised their
right to vote through remote e-voting, shall be entitled to vote using the
electronic voting system.

(ii) At the general meeting, after conclusion of the discussion, the chairman
shall, with the assistance of scrutinizers, allow voting on the resolutions, by
use of polling paper or by using an electronic voting system for all those
members who are present at the general meeting but have not cast their
votes by availing the remote e-voting facility.

6. Declaration (i) The scrutinizer shall, immediately after the conclusion of voting at the
of result of general meeting, first count the votes cast at the meeting, thereafter unblock
voting the votes cast through remote e-voting in the presence of at least two
witnesses not in the employment of the company.

(ii) The scrutinizer shall make, not later than three days of conclusion of the
meeting, a consolidated scrutinizer’s report of the total votes cast in favor or
against, if any, to the Chairman or a person authorized by him in writing
who shall countersign the same.

(iii) The Chairman or a person authorized by him in writing shall declare

the result of the voting forthwith.

(iv) 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.

(v) 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.

(vi) The manner in which members have cast their votes, that is, affirming
or negating the resolution, shall remain secret and not available to the
Chairman, scrutinizer or any other person till the votes are cast in the
general meeting.

(vii) If the requisite number of votes are cast in favor of the resolution, the
resolution shall be deemed to be passed on the date of relevant general
meeting.

(viii) The results declared along with the report of the scrutinizer shall be
placed on the notice board of the company at its registered office and on the
website of the company.

(ix) In case of companies whose equity shares are listed on a recognized

stock exchange, the company shall, simultaneously, forward the results to
the concerned stock exchange or exchanges where its equity shares are

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 listed and such stock exchange or exchanges shall place the results on its or
their website.

Demand for Poll (Section 109)

Before or on the declaration of the result of the voting on any resolution on show of hands, a
poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall
be ordered to be taken by him on a demand made in that behalf by the following person(s):

(a) in the case a company having a share capital: by the members present in person or by
proxy, where allowed, and having not less than one-tenth of the total voting power or holding
shares on which an aggregate sum of not less than Rs.5,00,000/- or such higher amount as may
be prescribed, has been paid-up; and

(b) in the case of any other company: by any member or members present in person or by
proxy, where allowed, and having not less than one-tenth of the total voting power.

A poll shall be taken at such time, not being later than 48 hours from the time when the
demand was made on any other question.
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 votes.
Further, the Chairman may permit any member who so desires to be present at the time of
counting the votes.

Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons,
as he deems necessary, to scrutinize the poll process and votes given on the poll and to report
thereon to him. The result of the poll shall be deemed to be the decision of the meeting on the
resolution on which the poll was taken.

Postal Ballot (Section 110)

Meaning of As per section 2(65) “postal ballot” means voting by post or through any
postal electronic mode. It includes voting by shareholders by postal or electronic
ballot mode instead of voting personally for transacting businesses in a general
meeting of the company.

Each item proposed to be passed through postal ballot shall be in the form of a
Resolution.

Send draft A company shall send a notice and draft resolution by registered post to all
resolution shareholders explaining the reasons and requesting them to send their assent or
along with dissent in writing on a postal ballot.
notice
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.

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Meaning of Requisite majority with regard to special resolution means votes cast in favor of
requisite the business is three times more than the votes cast against, with regard to
majority ordinary resolution, votes cast in favor is more than the votes cast against.

Postal Every company shall transact such items of business as the Central Government
ballot may, by notification, declare to be transacted only by means of postal ballot.
mandatory
in certain
cases
Postal A company may use postal ballot for transacting any item of business, other
ballot than
optional in (a) Ordinary business and
certain (b) Any business in respect of which directors or auditors have a right to be
cases heard at any meeting.

MANDATORY BUSINESS TO BE TRANSACTED THROUGH POSTAL BALLOT

[Rule 22 of Companies (Management and Administration) Rules, 2014]

The following items of business shall be transacted only by means of voting through postal
ballot:

(a) Alteration of the objects clause of the memorandum.

(b) Alteration of articles of association in relation to insertion or removal of provisions
defining a private company.
(c) Change in place of registered office outside the local limits of any city, town or village.
(d) 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.
(e) Issue of shares with differential rights as to voting or dividend or otherwise.
(f) Buy-back of shares by a company.
(g) Election of a ‘small shareholders ‘director.
(h) Sale of the whole or substantially the whole of an undertaking of a company.
(i) Giving loans or extending guarantee or providing security exceeding 60% of its paid up
share capital, free reserves and securities premium account or 100% of its free reserves and
securities premium account.

NOTE Following companies are not required to transact any business through postal
ballot.
(i) One-person company
(ii) All other companies having members up to 200.
Rule 22 of the Companies (Management and Administration) Rules, 2014 lay down the
procedure to be followed for conducting business through postal ballot.

(1) Notice to The company shall send a notice to all the shareholders, along with a draft
all resolution explaining the reasons therefor and requesting them to send their
shareholders assent or dissent in writing on a postal ballot because postal ballot means
voting by post or through electronic means within a period of thirty days
from the date of dispatch of the notice.

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(2) Mode of The notice shall be sent
sending (a) By Registered Post or speed post, or
documents (b) Through electronic means like registered e-mail id or
(c) Through courier service

(3) Publishing The company shall issue an advertisement to be published at least once in a
of an vernacular newspaper of the district in which the registered office of the
advertisement company is situated, and having a wide circulation in that district, and at least
once in English language in an English newspaper having a wide circulation
in that district, stating that the ballot papers have been dispatched.

(4) Notice to The notice of the postal ballot shall also be placed on the website of the
be placed on company forthwith after the notice is sent to the members. Such notice shall
the website remain on such website till the last date for receipt of the postal ballots from
the members.

(5) The Board of directors shall appoint one scrutinizer, who is not in
Appointment employment of the company and who, in the opinion of the Board can
of scrutinizer conduct the postal ballot voting process in a fair and transparent manner.

The scrutinizer may be a Company Secretary in Practice, a Chartered

Accountant in Practice, a Cost Accountant in Practice, an Advocate or any
other person of repute who is not in the employment of the company and,
who can in the opinion of the Board, scrutinize the postal ballot process in a
fair and transparent manner.

(6) Safe Postal ballot received back from the shareholders shall be kept in the safe
custody of custody of the scrutinizer and after the receipt of assent or dissent of the
registers and shareholder in writing on a postal ballot, no person shall deface or destroy
papers the ballot paper or declare the identity of the shareholder.

(7) The scrutinizer shall submit his report as soon as possible after the last date
Submission of of receipt of postal ballots but not later than seven days thereof.
report of the
scrutinizer
(8) The scrutinizer shall maintain a register either manually or electronically to
Maintenance record their assent or dissent received, mentioning the particulars of the
of register by shareholder and details of postal ballots which are received in defaced or
the mutilated form and postal ballot forms which are invalid.
Scrutinizer
(9) The postal ballot and all other papers relating to postal ballot including
Preservation voting by electronic means, shall be under the safe custody of the scrutinizer
of postal till the chairman considers, approves and signs the minutes and thereafter, the
ballots scrutinizer shall return the ballot papers and other related papers or register to
the company who shall preserve such ballot papers and other related papers
or register safely.

(10) Reply The assent or dissent received after thirty days from the date of issue of
from notice shall be treated as if reply from the member has not been received.
members

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(11) The results shall be declared by placing it, along with the scrutinizer’s report,
Declaration on the website of the company.
of result
(12) The resolution shall be deemed to be passed on the date of at a meeting
Resolution convened in that behalf.
deemed to be
passed

A postal ballot form shall be considered invalid if:

(a) A form other than one issued by the company has been used;
(b) It has not been signed by or on behalf of the Member;
(c) Signature on the postal ballot form doesn’t match the specimen signatures with the
company;
(d) It is not possible to determine without any doubt the assent or dissent of the Member;
(e) Neither assent nor dissent is mentioned;
(f) Any competent authority has given directions in writing to the company to freeze the
Voting Rights of the Member;
(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;
(i) It is received from a Member who is in arrears of payment of calls;
(j) It is defaced or mutilated in such a way that its identity as a genuine form cannot be
established.

Rescinding the Resolution

A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution
passed subsequently through postal ballot.

Modification to the Resolution

No amendment or modification shall be made to any Resolution circulated to the Members for
passing by means of postal ballot.

Circulation of Members’ Resolution (Section 111)

A company shall, on requisition in writing of certain number of members, give notice to

members of any proposed resolution intended to be moved in the meeting. The company shall
be bound to give notice of resolution only if the requisition is deposited not less than six weeks
before the meeting.

Representation of President and Governors in Meetings (Section 112)

Section 112 of the Act provides that President of India or the Governor of a State, if he is a
member of a company, may appoint such person as he thinks fit, to act as his representative at
any meeting of the company. The person so appointed shall be deemed to be a members and
have the same rights including the right to vote by proxy or postal ballot, as the President or
Governor could exercise as a member of the company.

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Ordinary and Special Resolutions (Section 114)

Ordinary Resolution
A resolution shall be an ordinary resolution if it is required to be passed by the votes cast,
whether on a show of hands, or electronically or on a poll in favor of the resolution, including
the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in
person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes cast
against the resolution by members, so entitled and voting.

Special Resolution
A resolution shall be a special resolution when:
(a) the intention to propose the resolution as a special resolution has been duly specified in the
notice calling the general meeting or other intimation given to the members of the resolution;
(b) the notice required under this Act has been duly given; and
(c) the votes cast in favor of the resolution, whether on a show of hands, or electronically or on
a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy
or by postal ballot, are required to be not less than three times the number of the votes, if
any, cast against the resolution by members so entitled and voting.

NOTE: If the notice convening the meeting (where at special business will be transacted)
does not state, the nature of the special business, the meeting would be deemed to
have been convened irregularly.
Consequently, that special business cannot be dealt with at the meeting.

Resolutions requiring Special Notice (Section 115)

Section 115 provides that where, by any provision contained in this Act or in the articles of a
company, special notice is required of any resolution, notice of the intention to move such
resolution shall be given to the company by such number of members holding not less than 1%
of total voting power or holding shares on which such aggregate sum not exceeding
Rs.5,00,000/- as may be prescribed has been paid-up and the company shall give its members
notice of the resolution in the following manner as prescribed in Rules.

The matters in respect of which special notice is required are:

(a) A resolution for appointment of a person as auditor at the annual general meeting other
than the retiring auditor for providing expressly that the retiring auditor shall not be re-
appointed [Section 140(4)];
(b) A resolution for removing a director before the expiry of the period of his office and
appointing someone in the place of the director so removed [Section 169(2)].

Procedure for special notice

1.Signing of Special notice required to be given to the company shall be signed, either
special notice individually or collectively by such number of members holding not less than
one percent of total voting power or holding shares on which an aggregate
sum of not more than five lakh rupees has been paid up on the date of the
notice.

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2. Sending of Such notice shall be sent by members to the company not earlier than three
notice to the months but at least 14 days before the date of the meeting at which the
company resolution is to be moved, exclusive of the day on which the notice is given
and the day of the meeting.

3. On receipt The company shall immediately after receipt of the notice, give its members
of notice by notice of the resolution at least seven days before the meeting, exclusive of
the company the day of dispatch of notice and day of the meeting, in the same manner as it
gives notice of any general meetings.

4. Publication Where it is not practicable to give the notice in the same manner as it gives
of notice notice of any general meetings, the notice shall be published in English
language in English newspaper and in vernacular language in a vernacular
newspaper, both having wide circulation in the State where the registered
office of the Company is situated. Such notice shall also be posted on the
website, if any, of the Company. Such notice shall be published at least seven
days before the meeting, exclusive of the day of publication of the notice and
day of the meeting.

Resolutions passed at Adjourned Meeting

As per Section 116 where a resolution is passed at an adjourned meeting of a company; or the
holders of any class of shares in a company; or the Board of Directors, the resolution shall be
treated as passed on the day it was actually passed and not on any earlier date.

Resolutions and Agreements to be filed with the Registrar

Section 117 provides that a copy of every resolution and an agreement in respect of matters
specified therein together with the explanatory statement shall be filed in Form No. MGT.14
with the Registrar within thirty days of its passing.

The Registrar shall register the same and in case of any default, a company and every officer
who is in default including the liquidator shall be punishable with fine which shall not be less
than one lakh rupees but which may extend to five lakh rupees.

Resolutions and agreements to be filed with the Registrar are as under:

(a) special resolutions
(b) resolutions which have been agreed to by all the members of a company
(c) any resolution of the Board of Directors of a company
(d) resolutions or agreements which have been agreed to by any class of members
(e) resolutions requiring a company to be wound up voluntarily

Minutes
Meaning Minutes are written records of the proceedings of a meeting.

Required Section 118 provides that every company shall prepare, sign and keep minutes of
proceedings of every general meeting, including the meeting called by the
requisitionists and all proceedings of meeting of any class of shareholders or
creditors or Board of Directors or committee of the Board and also resolution

254
 passed by postal ballot within thirty days of the conclusion of every such meeting
concerned.

In case of meeting of Board of Directors or of a committee of Board, the minutes

shall contain name of the directors present and also name of dissenting director
or a director who has not concurred the resolution.

Important It preserves a correct record of the decisions of a meeting.

Points Recording of the minutes starts with the name of the meeting, date, time, place
and the persons who attended the meeting.
Each page of the book be initialed by CM.
The minutes of each meeting shall contain a fair and correct summary of the
proceedings.
All appointments of officers made at any of the meeting shall be included.
Minutes need not contain such matters which in the opinion of CM :-
1. Is or could reasonably be regarded as defamatory of any person.
2. Is irrelevant
3. Is detrimental to the interest of the co.

CM shall exercise an absolute discretion in regard to inclusion or non-inclusion

of any matter in the minutes. Minutes must be ready within 30 days of meeting.

Location The minute book shall be kept at the registered office of the co. and
and Open, during business hours, to the inspection of any member without charge
inspection subject to reasonable restrictions. However, at least 2 hours in each day are to be
of minute allowed for inspection.
books A member shall be entitled to get a copy of any minutes on payment of
prescribed fee.

As per section 118(10) every company shall observe Secretarial Standards with respect to
General and Board Meetings specified by the Institute of Company Secretaries of India.
Secretarial Standard on Minutes

A distinct Minutes Book shall be maintained for Meetings of the Members of the company,
creditors and others.
Resolutions passed by postal ballot shall be recorded in the Minutes book of General
Meetings.

Precautions to be taken while preparing the minutes

(1) Every company shall, however, follow a uniform and consistent form of
Uniformity maintaining the Minutes. Any deviation in such form of maintenance shall be
in the authorized by the Board.
manner of
maintaining Minutes may be maintained in electronic form in such manner as prescribed
minutes under the Act and as may be decided by the Board.
Minutes in electronic form shall be maintained with Time stamp.

Time stamp under SS-2 has been defined to mean the current time of an event
that is recorded by a secured computer system and is used to describe the time

255
 that is printed to a file or other location to help keep track of when data is
added, removed, sent or received.

(2) Page The pages of the Minutes Books shall be consecutively numbered.
Numbering In the event any page or part thereof in the Minutes Book is left blank, it shall
be scored out and initialed by the Chairman who signs the Minutes.

(1) Binding of minutes: Minutes of Meetings, if maintained in loose-leaf form,

shall be bound periodically depending on the size and volume.
(2) Place of keeping minutes: Minutes Books shall be kept at the Registered
Office of the company or at such other place, as may be approved by the Board.

Contents of Minutes

(i) General Minutes shall state, at the beginning the Meeting, name of the company, day,
Contents date, venue and time of commencement and conclusion of the Meeting.
In case a Meeting is adjourned, the Minutes shall be entered in respect of the
original Meeting as well as the adjourned Meeting.
In respect of a Meeting convened but adjourned for want of Quorum a
statement to that effect shall be recorded by the Chairman or any Director
present at the Meeting in the Minutes.
Minutes shall record the names of the Directors and the Company Secretary
present at the Meeting.
The names of the Directors shall be listed in alphabetical order or in any other
logical manner, but in either case starting with the name of the person in the
Chair.

(ii) Specific Minutes shall, inter alia, contain:

Contents (a) The Record of election, if any, of the Chairman of the Meeting.
(b) The fact that certain registers, documents, the Auditor’s Report and
Secretarial Audit Report, as prescribed under the Act were available for
inspection.
(c) The Record of presence of Quorum.
(d) The number of Members present in person including representatives.
(e) The number of proxies and the number of shares represented by them.
(f) The presence of the Chairmen of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee or their
authorized representatives.
(g) The presence if any, of the Secretarial Auditor, the Auditors, or their
authorized representatives, the Court/Tribunal appointed observers or
scrutinizers.
(h) Summary of the opening remarks of the Chairman.
(i) In respect of each Resolution, the type of the Resolution, the names of the
persons who proposed and seconded and the majority with which such
Resolution was passed.
(j) In the case of poll, the names of scrutinizers appointed and the number of
votes cast in favor and against the Resolution and invalid votes.
(k) If the Chairman vacates the Chair in respect of any specific item, the fact
that he did so and in his place some other Director or Member took the Chair.
(l) The time of commencement and conclusion of the Meeting.

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Minutes of E-Voting and postal ballot

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
authorized by the Board for the purpose, within thirty days from the date of passing of
Resolution by e-voting or postal ballot.

Recording of Minutes

Minutes shall contain a fair and correct summary of the proceedings of the Meeting. The
Company Secretary shall record the proceedings of the Meetings. Where there is no Company
Secretary, any other person authorized by the Board or by the Chairman in this behalf shall
record the proceedings.

Minutes shall be written in clear, concise and plain language.

Minutes shall be written in third person and past tense.
Resolutions shall however be written in present tense.
Minutes need not be an exact transcript of the proceedings at the Meeting.

Entry in Minutes shall be entered in the Minutes Book within thirty days from the date of
the conclusion of the Meeting.
Minutes In case a Meeting is adjourned, the Minutes in respect of the original Meeting as
Book well as the adjourned Meeting shall be entered in the Minutes Book within thirty
days from the date of the respective meetings.
The date of entry of the Minutes in the Minutes Book shall be recorded by the
Company Secretary. Where there is no Company Secretary, it shall be entered by
any other person authorized by the Board or the Chairman. Minutes, once entered
in the Minutes Book, shall not be altered.

Signing Minutes of a General Meeting shall be signed and dated by the Chairman of the
and Meeting or in the event of death or inability of that Chairman, by any Director
Dating who was present in the Meeting and duly authorized by the Board for the purpose,
of within thirty days of the General Meeting.
Minutes The Chairman shall initial 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.
Any blank space in a page between the conclusion of the Minutes and signature of
the Chairman shall be scored out.
If the Minutes are maintained in electronic form, the Chairman shall sign the
Minutes digitally.

Rule 25 of Companies (Management and Administration) Rules, 2014 contains provisions

with regards to minutes of meetings.

(A) Distinct A distinct minute book shall be maintained for each type of meeting namely:
minute book (i) general meetings of the members;
for each (ii) meetings of the creditors;
(iii) meetings of the Board; and

257
type of (iv) meetings of the committees of the Board.
meeting It may be noted that resolutions passed by postal ballot shall be recorded in the
minute book of general meetings.

(B) Manner Minutes of proceedings of each meeting shall be entered in the books
of maintained for that purpose along with the date of such entry within thirty days
maintenance of the conclusion of the meeting.
of minutes
(C) Manner Each page of every minute book shall be initialed or signed and the last page
of signing of of the record of proceedings of each meeting or each report in such books shall
minutes be dated and signed by:
─ in the case of minutes of proceedings of a meeting of the Board or of a
committee thereof, by the chairman of the said meeting or the chairman of the
next succeeding meeting;
─ in the case of minutes of proceedings of a general meeting, by the chairman
of the same meeting within the aforesaid period of thirty days;
─ in case of every resolution passed by postal ballot, by the chairman of the
Board within the aforesaid period of thirty days.

(D) Minute books of general meetings shall be kept at the registered office of the
Preservation company. Minutes of the Board and committee meetings shall be kept at the
of minutes registered office or at such other place as may be approved by the Board.
book Minutes books shall be preserved permanently and kept in the custody of the
company secretary of the company or any director duly authorized by the
Board for the purpose and shall be kept in the registered office or such place as
the members may decide by passing special resolution.

Inspection of Minute book of General Meeting (Section 119)

(1) Place The minute’s book of general meetings or of a resolution passed by postal ballot
of shall
keeping (a) be kept at the registered office of a company; and
minutes (b) shall be open for inspection to members during business hours without any
book charge subject to such restrictions as the company may, by its articles or in
general meeting, impose so, however, that shall not be less than two hours in each
business day are allowed for inspection.

(2) Issue Any member shall be entitled to be furnished, within seven working days after he
of copy of has made a request in that behalf to the company, with a copy of any minutes of
minutes any general meeting, on payment of such sum as may be specified in the articles
to the of the company but not exceeding a sum of ten rupees for each page or part of any
member page. A member who has made a request for provision of soft copy in respect of
minutes of any previous general meetings held during a period of immediately
preceding three financial years shall be entitled to be furnished, with the same
free of cost.

Refusal of inspection or furnishing of copy of minutes:

If any inspection under sub- section (1) is refused, or if any copy required under
sub-section (2) is not furnished within the time specified therein, the company

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 shall be liable to a penalty of twenty-five thousand rupees and every officer of the
company who is in default shall be liable to a penalty of five thousand rupees for
each such refusal or default, as the case may be.

Secretarial Standard on Inspection and Extracts of Minutes

Inspection of Minutes Book may be provided in physical or in electronic form.

While providing inspection of Minutes Book, the Company Secretary or the official of the
company authorized by the Company Secretary to facilitate inspection shall take all
precautions to ensure that the Minutes Book is not mutilated or in any way tampered with by
the person inspecting.

Extract of the Minutes shall be given only after the Minutes have been duly signed. However,
any Resolution passed at a Meeting may be issued even pending signing of the Minutes,
provided the same is certified by the Chairman or any Director or the Company Secretary.
Where a Member requests for the copy of the Minutes in electronic form, in respect of any
previous General Meetings held during a period immediately preceding three financial years,
the company shall furnish the same on payment of not exceeding Rs. 10 per page.

Report on Annual General Meeting (Section 121)

Section 121 of the Companies Act, 2013 provides the preparation of report on each annual
general meeting which is to be filed with the registrar.

(1) Report to Every listed public company is required to prepare a report on each annual
be prepared general meeting including the confirmation to the effect that the meeting
by the listed was convened, held and conducted as per the provisions of the Act and the
public rules made thereunder.
company

(2) Filing of A copy of the report is to be filed with the Registrar in Form No. MGT. 15
the report with within thirty days of the conclusion of annual general meeting along with
the Registrar the prescribed fee, within the time as specified, under section 403.

(3) Default in If the company fails to file the report before the expiry of the period
filing of the specified under section 403 with additional fee, the company shall be
report punishable with fine which shall not be less than one lakh rupees but which
may extend to five lakh rupees and every officer of the company who is in
default shall be punishable with fine which shall not be less than twenty-five
thousand rupees but which may extend to one lakh rupees.

According to Rule 31 of Companies (Management and Administration) Rules, 2014, the

report shall be prepared in the following manner:

(1) AGM Report

(a) The report on AGM shall be prepared in addition to the minutes of the general meeting.
(b) The report shall contain fair and correct summary of the proceedings of the AGM.

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(2) Signing of the report:
The report shall be signed and dated by the Chairman of the meeting or in case of his inability
to sign, by any two directors of the company, one of whom shall be the Managing director, if
there is one and company secretary.

(3) Contents of the report:

Such report shall contain the details in respect of the following:
─ The day, date, hour and venue of the annual general meeting.
─ Confirmation with respect to appointment of Chairman of the meeting.
─ Number of members attending the meeting.
─ Confirmation of quorum.
─ Confirmation with respect to compliance of the Act and the Rules, secretarial standards
made there under with respect to calling, convening and conducting the meeting.
─ Business transacted at the meeting and result thereof with a brief summary of the discussion.
─ Particulars with respect to any adjournment, postponement of meeting, change in venue.
─ Any other points relevant for inclusion in the Report.

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