Management and Administration under Co. Act 2013 - Part-2
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Provisions: (Section 100 to 107, read with Companies (Management and Administration) Rules, 2014
Calling of Extra Ordinary General Meeting (EGM)
- EGM may be called in 2 ways: a) By Board and b) On Requisition.
- Board may call EGM at any point of time.
- Board shall call EGM a) in case of company having a share capital, if requisition is made by the members holding atleast one-tenth of paid up share capital which carries right of voting.
- The requisition shall state the matters to be considered at the meeting and should be signed by the requisitionists and sent to the registered office of the company atleast 21 days prior to the propsed date of meeting. It can be sent through electronic mode also.
- If resolution is to be proposed as a special resolution then there is no requirement to attach explanatory statement.
- Notice of meeting shall be given to those members whose names appear in the register of members within 3 days of receipt of valid requisition.
- If meeting is not convened by the board, then on expiry of 45 days from the date receipt of requisition, meeting may be called by the requisitionist with in a period of 3 months from the date of the requisition.
- Notice for general meeting of the company shall be given atleast 21 clear days before the date of meeting. Notice may be sent through electronic mode.
- Shorter period notice is allowed if atleast 95% of members entitled to vote at such meeting gives their consent.
Statement to be annexed to the notice
- A statement shall be annexed setting out the facts relating to special business to be transacted –
- Financial or other interest of every director and manager, KMP and relatives of these person.
- Any other matters which has significant impact.
- In case of AGM, all business to be transacted shall be deemed special, other than –
- Consideration of financial statements and report of Board of directors.
- Declaration of dividends
- Appointment of directors in place of those retiring
- Appointment of and fixing of remuneration of auditors
- In case of any other meeting, all business shall be deemed to be special.
- In case of default, every promoter, director, manager or other KMP shall be punishable with fine of Rs. 50,000/- or 5 times the benefit accrues to promoter, director, manager or other KMP, whichever is more.
- In case of a public company –
- 5 members personally present if members are upto 1000.
- 15 members personally present if members are more than 1000 but upto 5000.
- 30 members personally present if members are more than 5000.
- In case of private company, 2 members personally present.
- If quorum is not present within half an hour from the time appointed for meeting, the meeting shall stand adjourned to same day in next week at same time and place or to such other date, time and place as the board may decide.
- If meeting is called by requisitionist, it shall stand cancelled.
- In case of adjourned meeting, the company shall not give less than three days notice to members either individually or by publishing an advertisement in newspaper (one in English and one in vernacular language).
- If at adjourned meeting also, quorum is not present within half an hour, the members present at the meeting shall be the quorum.
- If article provides for larger number, quorum shall be at such number.
- Members personally present shall elect one of themselves to be the chairman. He will be elected by show of hands.
- If poll is demanded, then it shall be taken immediately and the chairman so elected will preside over the rest of meeting. Till the chairman is elected by poll, chairman elected by show of hands will preside over the meeting.
- If article contains otherwise provisions with respect to chairman, then those provisions shall be applicable.
- Member of company eligible to attend and vote at the meeting is eligible to appoint another person as a proxy. Proxy shall not have right to speak at meeting and shall not vote except on a poll.
- Proxy can act as such on behalf of members not exceeding 50 and holding not in excess of 10% of the total share capital of company carrying voting rights.
- Notice every meeting shall contain statement that a member is entitled to attend and vote is entitled to appoint a proxy. Proxy shall be appointed in the form no. MGT-11.
- Officer in default shall be punishable with fine upto Rs. 5000/-. Proxy form to be deposited within 48 hours before meeting. Shorter period may be prescribed by the AOA.
- Article may restrict the right to vote of a member if any amount is payable to company (like amount payable on call or other sum)
- Unless a poll is demanded or voting is carried electronically, voting at any general meeting shall be done by show of hands.
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