TMI BlogGeneral MeetingsX X X X Extracts X X X X X X X X Extracts X X X X ..... to exercise all the powers of the company. Although Members acting through the forum of a General Meeting exercise ultimate check over a company, they should not interfere with the exercise by the Board of the powers which are vested in the Board. Every company is required to hold, every year, a Meeting of its Members called the Annual General Meeting and may also hold any other meeting, called an Extraordinary General Meeting, as and when required or on the requisition of Members. The Business to be transacted at an Annual General Meeting may consist of items of ordinary business as well as special business. The items of ordinary business specifically required to be transacted at an Annual General Meeting should not be transacted at any other General Meeting. Every public company having a share capital is also required to hold a Statutory Meeting. If a company defaults in holding its Annual General Meeting in any year, any Member of the company has a statutory right to approach the prescribed authority to direct the company to hold the Meeting. A company may also hold Meetings of its Members, or class of Members or debenture holders or creditors under the directions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r on a show of hands or on a poll) in favour of the Resolution (including the casting vote, if any, of the Chairman) exceed the votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or, where proxies are allowed, by Proxy. Proxy means an instrument in writing signed by a Member, authorizing another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also means the person so appointed by a Member. Quorum means the minimum number of Members whose presence is necessary for a Meeting. Special Business means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting. Special Resolution means a Resolution in respect of which (a) the intention to propose the Resolution as a Special Resolution has been duly specified in the Notice calling the Meeting or other intimation of the Resolution has been given to the members; (b) the Notice required under the Act has been duly given of the Meeting; and (c) the votes cast in favour of the Resolution (whether on a show of hands or on a poll) are not less than three ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s situated. If the venue of the Meeting is not a prominent place, a site map of the venue should be enclosed with the Notice. The Notice should prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and that, except in the case of a private company and company not having a share capital where the Articles may provide otherwise, a Proxy need not be a Member. 1.2-3 The Notice should clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item should be in the form of a Resolution and should be accompanied by an explanatory statement which should set out all such facts as would enable a Member to take an informed decision on the matter. In respect of items of Ordinary Business, Resolutions are not required to be specified in the Notice except where the appointment of Auditors has to be made by a Special Resolution, or where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be. All Resolutions and the explanatory statement should be framed in simple a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company has no share capital, ninety-five per cent of the total voting power. Consent for shorter Notice may be given before or at the Meeting. 1.2-6 In the case of listed companies with more than 5,000 Members, an abridged version of the Notice, listing the items of business and the day, date, time and venue of the Meeting, should be published in a newspaper having a wide circulation within such States of India where more than 1,000 Members reside. 1.2-7 No business should be transacted at a Meeting if Notice in accordance with this Standard has not been given. 1.2-8 No items of business other than those specified in the Notice should be taken up for consideration at the Meeting. No Resolution shall be valid if it is passed in respect of an item of business not contained in the Notice convening the Meeting. Where Special Notice is required of any Resolution and Notice of the intention to move such Resolution is received by the company at least fourteen days before the Meeting, such item of business should be placed for consideration at the Meeting after giving Notice of the Resolution to members in the manner specified. Any amendment to the Notice, including ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e constituted of at least two individuals present in person. The Quorum requirement of five Members in the case of a public company will be fulfilled where a person acting as an authorised representative of five bodies corporate is present in the Meeting along with another Member personally present. However, if there is no such other Member personally present, the Quorum requirement will not be fulfilled. Since Members need to be personally present at a Meeting to constitute the Quorum, Proxies are to be excluded for determining the Quorum. However, 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. 4. Presence of Directors and Auditors 4.1 Directors 4.1-1 The Directors of the company should attend all Meetings of the company, particularly the Annual General Meeting, and should be seated with the Chairman. If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman should explain such absence at the Meeting. 4.1-2 The Chairman of the Audit Committee, wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . A person who so takes the Chair can exercise his casting vote in the event that a vote on such item of business results in a tie. 6. Voting 6.1 Proposing a Resolution 6.1-1 Every Resolution should be proposed by a Member and seconded by another Member entitled to vote thereon. Every Member holding equity shares and, in certain events as specified in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution. 6.1-2 A Director should not propose any Resolution in which he is deemed to be concerned or interested nor should he participate in the discussion or vote on any such Resolution. 6.2 On Show of Hands Every Resolution should, in the first instance, be put to vote on a show of hands. Every member entitled to vote on a Resolution and present in person shall, on a show of hands, have only one vote irrespective of the number of shares held by him. Unless the Articles otherwise provide, a Proxy cannot vote on a show of hands. 6.3 By Poll A Member present in person or by Proxy shall, on a poll, have votes in proportion to his share of the paid up equity capital of the company, subject to differential rights as t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r than forty-eight hours before the commencement of the Meeting at which they are to be used and a Proxy should be accepted even on a holiday if the last date by which it could be accepted is a holiday. Proxies may be accepted at a shorter period, being not less than twenty-four hours before the commencement of the Meeting, if the Articles so provide. 7.6-2 A Member who has not appointed a Proxy to attend and vote on his behalf at a Meeting may appoint a Proxy for any adjournment of such Meeting, not later than forty-eight hours before the time of such adjourned Meeting. 7.7 Revocation of Proxies 7.7-1 If a Proxy had been appointed for the original Meeting and such Meeting is adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting. 7.7-2 A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy. 7.7-3 A Proxy is valid until written notice of revocation has been received by the company before the commencement of the Meeting or adjourned Meeting, as the case may be. A Proxy need not be informed of the revocation of the Proxy issued by the Member. Even an undated letter of revocation of Proxy should b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... carried or not. 8.5 The result of the poll should be displayed on the notice board of the company at its Registered Office and its Corporate/Head Office, if such office is situated elsewhere, and also placed on the website, if any, of the company. In the case of listed companies with more than 5,000 members, the result of the poll should also be published in a leading newspaper circulating in the neighborhood of the Registered Office of the company. 9. Withdrawal of Resolutions Resolutions for items of business which are likely to affect the market price of the securities of the company should not be withdrawn. 10. Rescinding of Resolutions A Resolution passed at a Meeting should not be rescinded other than by a Resolution passed at a subsequent Meeting. 11. Modifications to Resolutions Modifications to any Resolution which do not change the purpose of the Resolution materially may be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the amended Resolution should be duly proposed, seconded and put to vote. No amendment to any proposed Resolution should be made if it in any way alters the substance of the Resolutio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 1,000 Members reside. If, at an adjourned Meeting, a Quorum is not present within half an hour from the time appointed, the Members present, being not less than two in number, will constitute the Quorum. 14.5 If, within half an hour from the time appointed for holding a requisitioned Meeting, a Quorum is not present, the Meeting shall stand dissolved. 14.6 At an adjourned Meeting, only the unfinished business of the original Meeting should be considered. Any Resolution passed at an adjourned Meeting would be deemed to have been passed on the date of the adjourned Meeting and not on any earlier date. 15. Minutes 15.1 Minutes should contain a summary of the proceedings of the Meeting, recorded fairly, correctly, completely and in unambiguous terms, and should be written in third person and past tense. 15.2 The Minutes should be entered and signed within thirty days from the conclusion of the Meeting. In case a Meeting is adjourned, Minutes should be entered in respect of the original Meeting as well as the adjourned Meeting within thirty days from the dates of the respective Meetings. The pages of the Minutes Book should be consecutively numbered. The M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notwithstanding the fact that the identity of the transferor company may not survive such arrangement. 17.4 Office copies of Notices and supporting papers relating to the Notice should be preserved in good order for as long as they remain current or for ten years, whichever is later, and may be destroyed thereafter, on the authority of the Board. 18. Disclosure The Annual Report of a company should disclose particulars of all Meetings held during the last three years. Effective Date This Standard shall come into effect from 1st May, 2002. Annexure A Form of Proxy Name of the Company............................................................................................................................... Registered Office........................................................................................................................................... ................................................................................................................................................................................ I/We.......................................................... of ....................................... ..... X X X X Extracts X X X X X X X X Extracts X X X X
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