PROCEEDINGS OF ANNUAL GENERAL MEETINGS

Requires mentioning the interest of every promoter, director, manager or key managerial person in any other company which is related to or will be affected by the proposed resolution, if the above mentioned persons hold two percent of the paid-up share capital of that company

Additional provisions:

Section 102 (4)

Effects of non-disclosure of any benefit accruing to director, manager of other key managerial personnel on account of non-disclosure/insufficient disclosure in explanatory statement

Section 102 (5)

Penalty for default in compliance of Section 102

Requires such disclosure if any director or manager holds twenty percent of the paid-up share capital or more in such other companies.

for a public company:

• 5 members personally present if the number of members as on the date of meeting is not more than 1000
• 15 members personally present if the number of members as on the date of meeting is not more than 1000 but up to 5000
• 30 members personally present if the number of members as on the date of meeting exceeds 5000

Additional provisions: Proviso to Section 103(2):

If the Board decides on the date, time, place of an adjourned meeting then the company shall give not less than three days’ notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.

For a public company 5 members personally present unless a higher quorum is stipulated by articles of association

• Third Proviso to section 105(1) empowers the Central Government to prescribe a class or classes of companies whose members shall not be entitled to appoint another person as proxy
• Fourth proviso to section 105(1) provides that a person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and such number of shares as may be prescribed
• The provisions of the Companies (Management and Administration) Rules, 2014 shall also be applicable
• Change in the format of ‘Proxy Form’ – Form No. MGT 11

• Did not provide for those limitations in relation to appointment of proxies
• Following point (b) of sub section (1) of Section 176 is deleted:

  –          a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion ;

• Provisions of sub section (4) to Section 176 relating to sending of invitations to appoint as proxy at the company’s expense, have been deleted from the Companies Act, 2013

Demand for poll should be made by:

(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 five lakh rupees 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.

Demand for poll should be made by:

1. in the case of a public company having a share capital, by any member or members present in person or by proxy and holding shares in the company – (i) which confer a power to vote on the resolution not being less than one-tenth of the total voting power in respect of the resolution, or (ii) on which an aggregate sum of not less than fifty thousand rupees has been paid-up,
2. 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,
3. 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.

• The Chairman can appoint such number of persons, as he deems necessary, to scrutinize the poll process
• Rule 21 of the Companies (Management and Administration) Rules, 2014 will also be applicable

• The Chairman of the meeting shall appoint two scrutineers (one shall always be a member (not being an officer or employee of the company) to scrutinise the votes given on the poll and to report thereon to him

• Observance of Secretarial Standards 2 with respect to the general meetings specified by the Institute of Company Secretaries of India is mandatory
• Rule 25 & 26 of the Companies (Management and Administration) Rules, 2014 will be applicable

• Observance of Secretarial Standards was not mandatory

Every listed public shall prepare a report on each annual general meeting and file the said report with the Registrar in Form No. MGT 15 within 30 days of the conclusion of the annual general meeting

“National Holiday”: means and includes a day declared as National Holiday by the Central Government.

Section 101 of the Companies Act 2013, permits that notice of the general meeting of the company can be given through electronic mode.

Section 108 of the Companies Act 2013, enables the members of prescribed class or classes of companies to exercise vote through electronic means.

Section 120 of the Companies Act, 2013 enables the company to maintain/allow inspection of/give copies of any document, records, register, minutes etc.  in electronic form.