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THE COMPANIES BILL, 1997 PART VI MANAGEMENT AND ADMINISTRATION CHAPTER I : SECTIONS 130-150
Annual Returns 130 Annual return to be made by a company-
(a) its registered office; (b) the register of its members containing the names of five hundred members who hold the largest number of securities or the actual number of members, whichever is lower, or hold one per cent or more of total number of securities issued; (c) the register of its debenture holders containing five hundred debenture holders who hold the largest number of debentures or the actual number of debenture holders, whichever is lower; (d) its securities; (e) its indebtedness, (f) its directors, managing and whole-time directors, manager, secretary and chief financial officer; (2) (a) Every company making an issue of American Depository Receipts, foreign depository receipts or other depository receipts outside India in accordance with the Scheme and rules and guidelines issued by the Central Government, shall file a return containing such particulars as may be prescribed regarding (i) the nature of the securities issued; (ii) the change in the voting rights in the company; (iii) the date of conversion of the depository receipt into shares or other securities in India; (iv) the increase in capital of the Indian company pursuant to the offering of securities; (v) the particulars of the custodian and its remuneration; (vi) the particulars of the depository and its remuneration; (vii) the names of the underwriters and their remuneration; (viii) the stock exchanges on which the depository receipts are listed; (ix) the particulars of stock exchanges in India which have agreed to list such return shall be accompanied by three copies of the final prospectus filed in the international stock exchanges. (b) The prospectus filed shall not be governed by the provision relating to the Indian prospectus but shall be subject to the laws of the country as provided for in the foreign prospectus. (3) The return shall also be accompanied by a statement referred to in sub-section(4) of section 176. (4) The return required to be filed under this section shall be in such form as may be prescribed or as near thereto as circumstances admit, and where the return is filed even though the annual general meeting has not been held on or before the latest day by which it should have been held in accordance with the provisions of this Act, the company shall file with the return a statement specifying the reasons for not holding the annual general meeting: Provided that where the company has converted any of its securities into stock and given notice of the conversion to the Registrar in the form prescribed, shall state the amount of stock held by each of the members concerned instead of the securities previously held by him. (5) A copy of the annual return to be filed with the Registrar under this section shall be signed by the managing director, if any, or signed both by the director and by the manager or secretary of the company, or where there is no manager or secretary, by two directors of the company: Provided that where the annual return is filed by a listed public company, the copy of such annual return shall also be certified by a secretary in whole time practice in such manner as may be prescribed. (6) Any reference in this section or in any prescribed form, to the date on which an annual general meeting is held or to the date of the annual general meeting shall, where the annual general meeting for any year has not been held, be construed as a reference to the latest day on or before which the meeting should have been held in accordance with the provisions of this Act. (7) There shall also be filed with the Registrar along with the return a certificate signed by the signatories of the return, stating - (a) that the return states the facts as they stood on the day of the annual general meeting aforesaid, correctly and completely; (b) that since the date of the last annual return the transfer of all shares and debentures and the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose; and (c) in the case of a private company also, (i) that the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and (ii) that, where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under sub-clause(b) of clause (iii) of sub-section(1) of section 3 are not to be included in reckoning the number of fifty. (8) If a company fails to comply with any of the provisions contained in this section or in the form as may be prescribed, the company, and every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.
General provisions regarding registers and returns 131. Place of keeping, and inspection of registers and returns- (1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture holders, and copies of all annual returns prepared under section 130, shall be kept at the registered office of the company: Provided that such registers, indexes and returns or any or more of them may, instead of being kept at the registered office of the company, be kept at any other place within the city, town or village in which the registered office is situate, or within any other city, town or village in which a substantial number of members entered in the register of members reside, if- (i) such other place has been approved for this purpose by a special resolution passed by the company in general meeting, and (ii) the Registrar has been given in advance a copy of the proposed special resolution. (2) The Central Government may make rules for the preservation and for the disposal whether by destruction or otherwise, of the registers, indexes and returns referred to in sub-section (1). (3) The registers, indexes and returns, referred to in sub-section (1) shall, except when the register of members or debenture holders is closed under the provisions of this Act, be open during business hours (subject to such reasonable restrictions, as the company may impose, so that not less than two hours in each day are allowed for inspection) to the inspection- (a) of any member or debenture holder, without any fee; and (b) of any other person, on payment of such sum as may be prescribed for each inspection. (4) Any such member, debenture holder or other person may- (a) make extracts from any register, index, or copy referred to in sub-section (1) without any fee or additional fee, as the case may be, or (b) require a copy of any such register, index, or copy or any part thereof, on payment of such sum as may be prescribed.. (5) The company shall cause any copy required by any person under clause (b) of sub-section (5) to be sent to that person within a period of ten-working days from the day on which the requirement is received by the company. (6) If any inspection, or the making of any extract required under this section, is refused, or if any copy required under this section is not sent within the period specified in sub-section (4), the company, and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to five hundred rupees for every day during which the refusal or default continues. (7) The Company Law Tribunal may also, by order, compel an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it, or as the case may be. (8) The register of members, register of debenture holders, and annual returns, referred to in section 130, shall be prima facie evidence of any matters directed or authorised to be inserted therein by this Act.
132 Annual General Meeting— (1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months. (2) Every annual general meeting shall be called during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate Provided that the Central Government may exempt any class of companies from the provisions of this sub-section subject to such conditions as it may impose: Provided further that – (a) a public company or a private company which is a subsidiary of a public company, may by its articles fix the time for its annual general meetings and may also by a resolution passed in one annual general meeting fix the time for its subsequent annual meetings; and (b) a private company which is not a subsidiary of a public company, may in like manner and also by a resolution agreed to by all the members thereof, fix the time as well as the place for its annual general meeting. (3) If default is made in holding an annual general meeting in accordance with this section, the Company Law Tribunal may, notwithstanding anything in this Act or in the articles of the company, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Company Law Tribunal thinks expedient in relation to the calling, holding and conducting of the meeting. Explanation.-The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (4) A general meeting held in pursuance of sub-section (3) shall, subject to any directions of the Company Law Tribunal, be deemed to be an annual general meeting of the company. (5) If default is made in holding a meeting of the company in accordance with this section, or in complying with any directions of the Company Law Tribunal under sub-section (3), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in the case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues.
133. Calling of extraordinary general meeting on requisition— (1) The Board of directors of a company shall, on the requisition of such number of members of the company as is specified in sub-section (4), forthwith proceed duly to call an extraordinary general meeting of the company either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate (2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the company. (3) The requisition may consist of several documents in like form, each signed by one or more requisitionists (4) The number of members entitled to requisition a meeting in regard to any matter shall be- (a) in the case of a company having a share capital, such number of them as hold at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting in regard to that matter; (b) in the case of a company not having a share capital, such number of them as have at the date of deposit of the requisition not less than one-tenth of the total voting power of all the members having at the said date a right to vote in regard to that matter. (5) Where two or more distinct matters are specified in the requisition, the provisions of sub-section (4) shall apply separately in regard to each such matter; and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that sub-section is fulfilled. (6) If the Board does not, within twenty-one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty-five days from the date of the deposit of the requisition, the meeting may be called- (a) by the requisitionists themselves; (b) in the case of a company having a share capital by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the company as is referred to in clause (a) of sub- section (4), whichever is less; or (c) in the case of a company not having a share capital, by such of the requisitionists as represent not less than one-tenth of the total voting power of all the members of the company referred to in clause (b) of sub-section (4). Explanation.-For the purposes of this sub-section, the Board shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by sub-section (2) of section 146. (7) A meeting called under sub-section (6) by the requisitionists or any of them- (a) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board; except the place where a meeting should be called ought to be called in the same manner; (b) shall not be held after the expiration of three months from the date of the deposit of the requisition. (8) Where two or more persons hold any shares or interest in a company jointly, a requisition, or a notice calling a meeting, signed by the first shall, for the purposes of this section, have the same force and effect as if it had been signed by all of them. (9) Where any question arises with respect to the calling or conduct of any annual general meeting or extra-ordinary general meeting, including the issue of injunction relating to the holding of meetings, it shall be decided by the Court having jurisdiction over the area in which the registered office of the company is situate. (10) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be re-paid to the requisitionists by the company; and any sum so paid shall be recovered by the company out of any sums due or to become due from the company by way of fees or other remuneration for their services to such of the directors as were in default.
134. Sections 135 to 143 to apply to meetings-
(i) shall, notwithstanding anything to the contrary in the articles of the company, apply with respect to general meetings of a public company, and of a private company which is a subsidiary of a public company; and (ii) shall, unless otherwise specified therein or unless the articles of the company otherwise provide, apply with respect to general meetings of a private company which is not a subsidiary of a public company. (2) (a) Section 140, with such adaptations and modifications, if any, as may be prescribed, shall apply with respect to meetings of any class of members, or of debenture holders or any class of debenture holders, of a company, in like manner as it applies with respect to general meetings of the company. (b) Unless the articles of the company or a contract binding on the persons concerned otherwise provide, sections 135 to 139 and sections 141 to 143 with such adaptations and modifications, if any, as may be prescribed, shall apply with respect to meetings of any class of members, or of debenture holders or any class of debenture holders, of a company, in like manner as they apply with respect to general meetings of the company.
135 Length of notice for calling meeting- (1) A general meeting of a company may be called by giving not less than twenty-one days' notice in writing. (i) by all the members entitled to vote thereat; and (ii) in the case of any other meeting, by members of the company (a) holding, if the company has a share capital, not less than ninety-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting, or (b) having, if the company has no share capital, not less than ninety five per cent of the total voting power exercisable at that meeting: Provided that where any members of a company are entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub-section in respect of the former resolution or resolutions and not in respect of the latter.
136 Contents and manner of service of notice and persons on whom it is to be served – (1) Every notice of a meeting of a company shall specify the place and the day and hour of the meeting, and shall contain a statement of the business to be transacted thereat and the notice of an annual general meeting shall also state that the registers maintained under section 127 shall be open for inspection during and at the place of the meeting. (2) Notice of every meeting of the company shall be given- (i) to every member of the company, in any manner authorised by sub-sections (1) to (4) of section 26; (ii) to the persons entitled to a share in consequence of the death or insolvency of a member, by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred; and (iii) to the auditor or auditors for the time being of the company, in any manner authorised by section 26 in the case of any member or members of the company: Provided that where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighbourhood of the registered office of the company under sub-section (5) of section 26, the statement of material facts referred to in sub-section (2) of section 137 need not be annexed to the notice as required by that section and it shall be sufficient if the advertisement mentions that the said statement has been forwarded to the members of the company. (3) The accidental omission to give notice to, or the non-receipt of notice by, any member or other person to whom it should be given shall not invalidate the proceedings at the meeting.
137 Explanatory statement to be annexed to notice- (1) For the purposes of this section- (a) in the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special, with the exception of business relating to (i) the consideration of the accounts, balance sheet and the reports of the Board of directors and auditors, (ii) the declaration of a dividend, (iii) the appointment of directors in the place of those retiring, and (iv) the appointment of, and the fixing of the remuneration of the auditors; and (b) in the case of any other meeting, all business shall be deemed special. (2) Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular the financial implications and specific nature of the interest of any director or his relatives or the manager, if any, in such a manner as to enable the shareholder to exercise his judgement in a meaningful manner: Provided that where any item of special business as aforesaid to be transacted at a meeting of the company relates to, or affects, any other company, the extent of shareholding interest in that other company of every director his relatives and the manager, if any, of the first mentioned company shall also be set out in the statement if the extent of such shareholding interest is not less than twenty per cent of the paid-up share capital of that other company. (3) Where as a result of the non-disclosure or insufficient disclosure being made by a director or manager, if any, benefit accrues to the director or his relatives or manager either directly or indirectly, the director or the manager shall hold such benefit in trust for the benefit of the company and he shall, without prejudice to any other penalty leviable under this Act or under any other law for the time being in force, be liable to reimburse the company or where such benefit cannot be measured in terms of monetary value, compensate the company to the extent of the benefit received by him. (4) Where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid. (5) If a default is made in complying with the provisions of this section, every officer of the company shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to five years and fine which shall not be less than rupees ten thousand rupees.
138. Quorum for meeting – (1) Unless the articles of the company provide for a larger number, two members personally present in the case of a private company, five members personally present in the case of an unlisted company and fifty members personally present or members constituting one per cent of the total number of members of the company, whichever is less, in the case of a listed public company shall be the quorum for a meeting of the company. (2) Unless the articles of the company otherwise provide, the provisions of sub-sections (3), (4) and (5) shall apply with respect to the meetings of a public or private company. (3) If within half an hour from the time appointed for holding a meeting of a company, a quorum is not present, the meeting, if called upon the requisition of members, shall stand dissolved.
(4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine. (5) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be the quorum.
139.Chairman of the meeting- -(1) Unless the articles of the company otherwise provide, the Chairman of the Board of directors, if any, shall preside over all the meetings of the company and where the Chairman is absent, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. (2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act, and the chairman elected on a show of hands shall exercise all the powers of the Chairman. (3) If some other person is elected Chairman as a result of the poll, he shall be chairman for the rest of the meeting.
140 Proxies— (1) Any member of a company entitled to attend a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend, speak and vote instead of himself irrespective of the number of shares he holds and once a proxy is given it shall be final : Provided that unless the articles otherwise provide:- (a) this sub-section shall not apply in the case of a company not having a share capital; (b) a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion; and (c) proxy shall be made in favour of one or more persons alternatively, but not more than one form shall be executed. (2) In every notice calling for a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, to attend, speak and vote only on a show of hands, unless the articles otherwise provide instead of himself, and that a proxy need not be a member. (3)If default is made in complying with sub-section (2) as respects any meeting, every officer of the company who is in default shall be punishable with fine which may extend to fifty thousand rupees. (4) Any provision contained in the articles of a public company or of a private company which is a subsidiary of a public company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit. (5) If for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issue shall be punishable with fine which may extend to ten thousand rupees: Provided that an officer shall not be punishable under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. (6) The instrument appointing a proxy shall- (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it and shall be furnished within the prescribed time. (7) An instrument appointing a proxy, in any of the prescribed forms or a power of attorney authorising any person to attend the meeting shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles. (8) Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, subject to the condition that not less than three days' notice in writing of the intention so to inspect is given to the company.
141 Voting and demand for poll.— (1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under sub-section (3), be decided on a show of hands. (2) A declaration by the Chairman in pursuance of sub-section (1) that on a show of hands, a resolution has or has not been carried, or has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the books containing the minutes of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution. (3) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting of his own motion, and shall be ordered to be taken by him on a demand made in that behalf by the persons or person specified below, that is to say,- (a) in the case of a listed public company having a share capital by, any member or members present or by proxy and holding shares in the company-- (i) which confer a power to vote on the resolution not being less than one-hundredth of the total voting power in respect of the resolution; or (ii) on which an aggregate sum of not less than five lakhs of rupees has been paid up or constituting one per cent of the total number of members whichever is lower. (b) in the case of a private company having a share capital, by one member having the right to vote on the resolution and present in person or by proxy, if not more than seven such members are personally present, and by two such members present in person or by proxy, if more than seven such members are personally present, (c) in the case of any other company, by any member or members present in person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution. (4) The demand for a poll may be withdrawn at any time by the person or persons who made the demand. (5) A poll demanded on a question of adjournment shall be taken forthwith. (6) A poll demanded on any other question (not being a question relating to the election of a chairman which is provided for in section 139) shall be taken at such time not being later than forty-eight hours from the time when the demand was made, as the chairman may direct. (7) Subject to the provisions of this Act, the chairman of the meeting shall have power to regulate the manner in which a poll shall be taken. (8) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. (9) On a poll taken at a meeting of a company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. (10) Where a poll is to be taken, the chairman of the meeting shall appoint two persons, who are members, not being officers of the company to scrutinise the votes given on the poll and to report thereon to him. (11) The chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and to fill vacancies in the office of scrutineer arising from such removal or from any other cause.
142 .Restriction on exercise of voting right of members who have not paid calls, etc.— (1) Notwithstanding anything contained in this Act, no member shall 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 in regard to which the company has and has exercised any right of lien. (2) A public company, or a private company which is a subsidiary of a public company, shall not prohibit any member from exercising his voting right on the ground that he has not held his share or other interest in the company for any specified period preceding the date on which the vote is taken, or on any other ground not being a ground set out in sub-section (1).
143. Power of Company Law Tribunal to order meeting to be called— (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Company Law Tribunal may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting,- (a) order a meeting of the company to be called, held and conducted in such manner as the Company Law Tribunal thinks fit; and (b) give such ancillary or consequential directions as the Company Law Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company's articles. Explanation.-The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted.
144. Representation at meetings of members and creditors – (1) A body corporate (whether a company within the meaning of this Act or not) may- (a) if it is a member of a company within the meaning of this Act, by resolution of its Board of directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company, or at any meeting of any class of members of the company: (b) if it is a creditor (including a holder of debentures) of a company within the meaning of this Act, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2) A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the company. (3) The 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 or at any meeting of any class of members of the company. (4) A person appointed to act as aforesaid shall, for the purposes of this Act, be deemed to be a member of such a company and shall be entitled to exercise the same rights and powers (including the right to vote by proxy) as the President or, as the case may be, the Governor could exercise as a member of the company.
145.Circulation of members' resolutions— (1) Subject to the provisions of this section, a company shall, on the requisition in writing of such number of members as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists,- (a) give to members of the company entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting; (b) circulate to members entitled to have notice of any general meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution, or any business to be dealt with at that meeting. (2) The number of members necessary for a requisition under sub-section (1) shall be- (a) such number of members as represent not less than one-twentieth of the total voting power of all the members having at the date of the requisition a right to vote on the resolution or business to which the requisition relates; or (b) not less than one hundred members having the right aforesaid and holding shares in the company on which there has been paid-up an aggregate sum of not less than one lakh of rupees in all. (3) Notice of any such resolution be given, and any such statement shall be circulated, to members of the company entitled to have notice of the meeting sent to them, by serving a copy of the resolution or statement on each member in any manner permitted for service of notice of the meeting; and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company: Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting, and where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless- (a) a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company- (i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; (ii) in the case of any other requisition, not less than two weeks before the meeting; and (b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect thereto: Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy, although not deposited within the time required by this sub-section, shall be deemed to have been properly deposited for the purposes thereof. (5) The company shall also not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Company Law Tribunal is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the Company Law Tribunal may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application. (6) Notwithstanding anything in the company's articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section.. (7) If default is made in complying with the provisions of this section, every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees.
146. Ordinary and special resolutions— (1) A resolution shall be an ordinary resolution when at a general meeting of which the notice required under this Act has been duly given, the votes cast (whether on a show of hands, or on a poll, as the case may be,) in favour of 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, exceed the votes, if any, cast against the resolution by members so entitled and voting. (2) A resolution shall be a special resolution when it- (a) has been duly specified as such 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 of the general meeting; and
147. Resolutions requiring special notice and passed at adjourned meetings— (1) Where, by any provision contained in this Act or in the articles, special notice is required of any resolution, notice of the intention to move the resolution shall be given to the company not less then fourteen days before the meeting at which it is to be moved, exclusive of the day on which the notice is served or deemed to be served and the day of meeting together with a deposit of twenty thousand rupees. (2) The deposit made under sub-section (1) shall be forfeited , if, the resolution in respect of which of the intention is given under sub-section (1) is not supported by one per cent of the voting rights. (3) The company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than seven days before the meeting. (4)Where a resolution is passed at an adjourned meeting of- (a) a company; (b) the holders of any class of shares in a company; or (c) the Board of directors of a company; the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.
148. Registration of certain resolutions and agreements .- (1) A copy of every resolution (together with a copy of the statement
of material facts annexed under section 137 to the notice of the meeting
in which such resolution has been passed) or agreement to which this section
applies shall, within thirty days after the passing or making thereof,
be printed or typewritten and duly certified under the signature of an
officer of the company and filed with the Registrar who shall record the
same. (2) Where articles have been registered, a copy of every resolution referred
to in sub-section (1) which has the effect of altering the articles and
a copy of every agreement referred to in that sub-section for the time
being in force shall be embodied in or annexed to every copy of the articles
issued after the passing of the resolution or the making of the agreement. (3) Where articles have not been registered, a printed copy of every
resolution or agreement referred to in sub-section (1) shall be forwarded
to any member at his request, on payment of one rupee. (4) This section shall apply to- (a) special resolutions; (b) resolutions which have been agreed to by all the members of a company,
but which, if not so agreed to, would not have been effective for their
purpose unless they had been passed as special resolutions; (c) any resolution of the Board of directors of a company or agreement
executed by a company, relating to the appointment, re-appointment or
renewal of the appointment, or variation of the terms of appointment,
of a managing director or a whole-time director; (d) resolutions or agreements which have been agreed to by all the members
of any class of shareholders but which, if not so agreed to, would not
have been effective for their purpose unless they had been passed by some
particular majority or otherwise in some particular manner; and all resolutions
or agreements which effectively bind all the members of any class of shareholders
though not agreed to by all those members; (e) resolutions requiring a company to be wound up voluntarily passed
in pursuance of sub-section (1) of section 484; and (f) copies of the terms and conditions of appointment of a sole selling
agent appointed under section 235. (5) If default is made in complying with sub-section (1), the company,
and every officer of the company who is in default, shall be punishable
with fine which may extend to five hundred rupees for every day during
which the default, continues. (6) If default is made in complying with sub-section (2) or (3), the
company, and every officer of the company who is in default, shall be
punishable with fine which may extend to one hundred rupees for each copy
in respect of which default is made.
149. Minutes of proceedings of general meetings and of Board
and other meetings— (1) Every company shall cause minutes of all proceedings of every general
meeting and of all proceedings of every meeting of its Board of directors
or of every committee of the Board, to be kept by making within thirty
days of the conclusion of every such meeting concerned, entries thereof
in books kept for that purpose with their pages consecutively numbered. (2) Each page of every such book shall be initialled or signed and the
last page of the record of proceedings of each meeting in such books shall
be dated and signed- (a) 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; (b) 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
or in the event of the death or inability of that Chairman within that
period, by a director duly authorised by the Board for the purpose. (3) In no case the minutes of proceedings of a meeting shall be attached
to any such book as aforesaid by pasting or otherwise but may be kept
on loose-leaf style and bound regularly. (4) The minutes of each meeting shall contain a fair and correct summary
of the proceedings thereat. (5) All appointments of officers made at any of the meetings aforesaid
shall be included in the minutes of the meeting. (6) In the case of a meeting of the Board of directors or of a committee
of the Board, the minutes shall also contain- (a) the names of the directors present at the meeting; and (b) in the case of each resolution passed at the meeting, the names of
the directors, if any, dissenting from, or not concurring in, the resolution. (7) Nothing contained in sub-sections (1) to (4) shall be deemed to require
the inclusion in any such minutes of any matter which, in the opinion
of the Chairman of the meeting- (a) is, or could reasonably be regarded as, defamatory of any person; (b) is irrelevant or immaterial to the proceedings; or (c) is detrimental to the interests of the company. Explanation.-The Chairman shall exercise an absolute discretion
in regard to the inclusion or non-inclusion of any matter in the minutes
on the grounds specified in this sub-section. (8) Minutes of meetings kept in accordance with the provisions of this
section shall be evidence of the proceedings recorded therein. (9) If default is made in complying with the foregoing provisions of
this section in respect of any meeting, the company, and every officer
of the company who is in default, shall be punishable with fine which
may extend to five thousand rupees. (10) Where minutes of proceedings of any general meeting of the company
or of any meeting of its Board of directors or of a committee of the Board
have been kept in accordance with the provisions of this section, then,
until the contrary is proved, the meeting shall be deemed to have been
duly called and held, and all proceedings thereat to have duly taken place,
and in particular, all appointments of directors or liquidators made at
the meeting shall be deemed to be valid.
150. Inspection of minute books- (1) The books containing the minutes of the proceedings of any general
meeting of a company, shall- (a) be kept at the registered office of the company, and (b) be open, during business hours, to the inspection of any member
without charge, subject to such reasonable restrictions as the company
may, by its articles or in general meeting impose, so however that
not less than two hours in each day are allowed for inspection. (2) Any member shall be entitled to be furnished, within seven days after
he has made a request in that behalf to the company, with a copy of any
minutes referred to in sub-section (1), on payment of such sum as may
be prescribed. (3) If any inspection required 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, and every officer of the company who is
in default, shall be punishable with fine which may extend to five thousand
rupees in respect of each offence. (4) In the case of any such refusal or default, the Regional Director
may, by order, compel an immediate inspection of the minute books or direct
that the copy required shall forthwith be sent to the person requiring
it. (5) No document purporting to be a report of the proceedings of any general
meeting of a company shall be circulated or advertised at the expense
of the company, unless it includes the matters required by section 193
to be contained in the minutes of the proceedings of such meeting. (6) If any report is circulated or advertised in contravention of sub-section
(5), the company, and every officer of the company who is in default,
shall be punishable, in respect of each offence, with fine which may extend
to fifty thousand rupees.
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