UNIVERSITY OF DELHI / SCHOOL OF OPEN LEARNING
B. Com. (Program) / B. Com. (Hons.)
COMPANY LAW
N.O.T.E.S
UNIT - 4
LESSON 2: MEETINGS
INTRODUCTION
- A company is an artificial person created by law with a separate identity from its members.
- The company cannot make decisions on its own and relies on resolutions passed in meetings of shareholders/directors.
- Decisions regarding company management are initially taken by the directors in their meetings.
- These decisions are then ratified in general meetings by the shareholders.
- The proverb "Two heads are always better than one" highlights the importance of meetings for discussing matters of common interest.
- A meeting requires the presence of two or more persons.
- Meetings involve considering issues that are of common interest to the attendees.
KINDS OF MEETING
The meetings of a company are of three kinds:
1. Meetings of the Directors
2. Meetings of the Shareholders
(I) Annual General Meeting
(ii) Extraordinary General Meeting
(iii) Class meetings
3. Meetings of the Creditors
BOARD MEETING
provisions regarding Board Meetings under Section 173 of The Companies Act:
I. Notice of Board Meetings:
- Within thirty days of incorporation, the first meeting of the Board of Directors must be conducted.
- Board meetings must be held at least once every three months, with a minimum of four meetings per year.
- Notice of the meeting must be given in writing to every director in India, with a minimum of seven days' notice.
- Failure to provide the notice may result in a fine of up to twenty-five thousand rupees.
ii. Quorum for Board Meetings:
- The quorum for a Board meeting is one-third of the total strength of directors or two directors, whichever is higher.
- Fractions in one-third are rounded off as one for determining the total strength.
- If the number of interested directors (directors with a conflict of interest in the discussed matter) is equal to or exceeds two-thirds of the total strength, the remaining directors (not interested) present (minimum of 2) constitute the quorum.
iii. Procedure when the meeting is adjourned for want of quorum:
- If a Board meeting cannot be held due to lack of quorum, it automatically stands adjourned to the same day, time, and place of the following week.
- If the adjourned day is a holiday, it is postponed to the next succeeding day that is not a public holiday, at the same place and time.
These provisions ensure that Board meetings are conducted regularly, with proper notice given to directors, and a minimum number of directors present to make decisions effectively.
MEETING THROUGH VIDEO CONFERENCING
1. Introduction:
- The Companies Act, of 1956 allowed for passing resolutions through board meetings or circular resolutions, but circular resolutions have limitations.
- The Ministry of Corporate Affairs incorporated the holding of board meetings through video conferencing under the Companies Act, of 1956.
A. Rules for Conducting Board Meetings through Video Conferencing:
- The Companies Act, of 2013 introduced rules for conducting board meetings through video conferencing.
- General rules for conducting such meetings include ensuring effective video/audio-visual connection, safeguarding meeting integrity, and recording proceedings.
- Proper video conferencing or audio-visual equipment/facilities should be available for effective participation.
- Proceedings should be recorded, minutes prepared, and recordings stored until the completion of the audit for that financial year.
- Only concerned directors should attend the meeting, and participants should be able to hear and see each other clearly.
- Notice of the meeting should be sent to all directors, informing them of the option to participate through video conferencing and providing necessary information.
- Directors intending to participate through video conferencing should give prior intimation.
- The scheduled venue of the meeting should be in India, and the recordings will be deemed to have been made at that location.
- Statutory registers required for the meeting should be placed at the scheduled venue, and their signing can be done electronically with the directors' consent.
- Only authorized individuals (Chairperson, Directors, Company Secretary, and required personnel) should have access to the meeting venue.
Definition of "Video Conferencing or other audio-visual means":
- It is an audio-visual electronic communication facility that allows all meeting participants to communicate concurrently without an intermediary.
These rules aim to regulate and facilitate board meetings conducted through video conferencing or other audio-visual means, ensuring effective communication, maintaining meeting integrity, and complying with legal requirements.
B. Specific Rules for Individual Directors Participating through Video Conferencing:
I. Director's Intimation: A director intending to participate through video conferencing or audio-visual means must communicate their intention to the Chairman/Company Secretary.
ii. Prior Intimation: The director should provide prior intimation sufficiently in advance for the company to make suitable arrangements.
iii. Declaration: The director may declare their intention to participate through electronic mode at the beginning of the calendar year, which will be valid for one calendar year. In the absence of such a declaration, it will be assumed that the director will attend the meeting in person.
C. Prohibited Matters in Board Meetings through Video Conferencing:
- Certain matters are not allowed to be dealt with in meetings conducted through video conferencing or audio-visual means, as per Rule 4 of The Companies (Meetings of Board and its Powers) Rules, 2014.
- Prohibited matters include the approval of annual financial statements, approval of the Board's report, approval of the prospectus, Audit Committee meetings for considering accounts, and matters related to amalgamation, merger, demerger, acquisition, and takeover.
These specific rules and prohibited matters provide guidance for individual directors participating through video conferencing, ensuring prior intimation, declaration, and restrictions on certain critical matters that require physical presence or separate considerations.
RULES TO BE OBSERVED WHILE CONDUCTING THE PROCEEDINGS OF THE BOARD MEETING
A. Rules for Conducting Board Meetings:
I. Roll Call: A roll call should be taken at the beginning of the meeting, confirming the presence, location, receipt of agenda and materials, and no unauthorized access to the meeting's proceedings.
ii. Non-Director Attendance: Non-directors may attend the meeting at the request/permission of the Chairperson/Secretary.
iii. Confirmation of Quorum: The Chairperson/Secretary confirms the presence of the required quorum throughout the meeting, excluding directors when necessary.
iv. Sequential Discussion: Each item of business should be taken up one by one according to the agenda.
v. Identification: Participants must identify themselves before speaking on each item of business.
vi. Request for Clarification: If a director's statement is interrupted or unclear, the Chairperson or Company Secretary can request a repeat or reiteration.
vii. Voting: In case of objection and voting, the Chairperson calls for a roll call, noting each director's vote.
viii. Announcement of Decision: The Chairperson announces the summary of decisions and names any dissenting directors.
B. Rules for Minutes of the Meeting:
i. Recording Minutes: After the meeting, the minutes are entered in the minute book and signed by the Chairperson.
ii. Disclosure of Attendees: The minutes should mention the particulars of directors attending via video conferencing or audio-visual means.
iii. Circulation of Draft Minutes: The draft minutes are circulated among all directors within fifteen days of the meeting, and comments or confirmation of accuracy are requested within seven days.
iv. Approval and Entry: Directors' approval or non-response within the specified time is presumed, and the minutes are entered in the minute book and signed by the Chairperson.
C. Circular Resolutions:
A. Criteria for Passing Circular Resolutions:
i. Circulation of Draft Resolution: The draft resolution and necessary papers are circulated to all directors/members via the registered address or electronic mode.
ii. Approval: The circular resolution requires approval from the majority of eligible directors/members entitled to vote.
iii. Noting in Meeting: The circular resolution is noted in the subsequent board or committee meeting and becomes part of the minutes.
B. Circumstances where Circular Resolutions cannot be passed:
i. Specific Matters: Certain matters can only be dealt with in a duly convened board meeting.
ii. One-Third Director Insistence: If one-third of directors insist, an intended circular resolution should be dealt with in a duly convened board meeting.
IN-TEXT QUESTIONS
1. A meeting is a gathering or assembly of a …. for transacting any lawful business. But every gathering of persons does not constitute a meeting.
2. A meeting would be valid if it is held by following the prescribed...….
3. ...............of the members of the company and the purpose of this meeting is to provide an opportunity for the members of the company to express their views on the management of the company's affairs.
4. Any meeting other than the statutory and the annual general meeting of the company is known as.......... class meeting is the meeting of a particular class of shareholders.
ANSWER:
1. A meeting is a gathering or assembly of a group of individuals for transacting any lawful business. But every gathering of persons does not constitute a meeting.
2. A meeting would be valid if it is held by following the prescribed rules and procedures.
3. Extraordinary General Meeting (EGM) of the members of the company, and the purpose of this meeting is to provide an opportunity for the members of the company to express their views on the management of the company's affairs.
4. Any meeting other than the statutory and the annual general meeting of the company is known as a special meeting. A class meeting is a meeting of a particular class of shareholders.
ANNUAL GENERAL MEETINGS
A. First Annual General Meeting:
- A company must hold its first annual general meeting within 18 months from the date of incorporation.
- If the first annual general meeting is held within this period, no other meeting is necessary for the year of incorporation or the following year.
B. Subsequent Annual General Meeting:
- A company is required to hold an annual general meeting every year.
- The gap between one annual general meeting and the next should not exceed fifteen months.
Power to Convene an Annual General Meeting:
- The Board of Directors is responsible for convening an annual general meeting.
- If any officer calls a meeting without proper authority, it must be ratified by the Board before the meeting.
Notice:
- A public company must give at least 21 clear days' notice for convening any general meeting, including the annual general meeting.
- Shorter notice may be given if agreed by all members entitled to vote in the meeting.
Date, Time, and Place of Holding the Annual General Meeting:
- The annual general meeting should be held during business hours on a non-national holiday.
- It can be held at the registered office or another place within the city, town, or village where the registered office is located.
Adjournment:
- An adjourned annual general meeting is a continuation of the earlier meeting.
- If the Balance Sheet and the Profit and Loss Account are laid and adopted in the adjourned meeting, the requirement is fulfilled.
Holding of Annual General Meeting when Annual Accounts are not Ready:
- If the annual accounts are not ready, the annual general meeting must still be held within the time limit.
- All other business can be transacted, and a resolution should be passed to adjourn the meeting to a specific date or to be specified later.
Power of Tribunal to Call Annual General Meeting:
- The Tribunal may, upon application by a member, call or direct the calling of a general meeting of the company.
- The Court does not have the power to call such a meeting.
Penalty:
- Failure to hold an annual general meeting or comply with government directions can result in fines for the company and officers in default.
Importance:
- The annual general meeting allows shareholders to exercise control over the company's affairs.
- Ordinary business includes consideration of accounts, declaration of dividends, appointment of directors, and appointment of auditors.
- Special business can also be discussed at the annual general meeting.
IN-TEXT QUESTIONS
5. Extraordinary meeting held to discuss................... business.
6. In addition to AGM and EGM one meeting is convened in the company called................... meeting.
7. Minimum presence of several members called....................
8. One person shall constitute the quorum if it is called by................... for the welfare of the company.
9. Proxy does not have the right to................... in the meeting.
10. Shareholders need not ................... for e-voting.
ANSWERS
5. Extraordinary meeting held to discuss special or specific business.
6. In addition to AGM and EGM, one meeting is convened in the company called a class meeting.
7. Minimum presence of the number of members called the quorum.
8. One person shall constitute the quorum if it is called by the Tribunal for the welfare of the company.
9. Proxy does not have the right to vote in the meeting.
10. Shareholders need not physically attend for e-voting.
EXTRAORDINARY GENERAL MEETING
Extraordinary General Meetings (EGMs):
- EGMs are called to discuss urgent or special business that cannot be postponed until the next Annual General Meeting (AGM).
- EGMs are held between two consecutive AGMs.
- EGMs can be convened by the Board of Directors, requisitionists, or the Tribunal.
1. Extraordinary Meeting Convened by the Board on its Own:
- The Board of Directors may call an EGM if there is business of special importance requiring approval from the members that cannot be postponed.
- The Board can convene an EGM through a resolution in a board meeting or by a circular resolution.
2. Extraordinary Meeting Convened by the Board at the Requisition:
- The Board is obligated to call an EGM if a specified number of members make a requisition.
- In companies with share capital, the requisition must be made by holders of at least one-tenth of the paid-up share capital with voting rights on the matter.
- In companies without share capital, the requisition must be made by members representing not less than one-tenth of the total voting power on the matter.
- The Board must proceed within 21 days of receiving the requisition and call the meeting within 45 days.
- Notices for the meeting should be sent out, providing at least 21 days' notice.
3. Extraordinary Meeting Convened by the Requisitions Themselves:
- If the Board fails to call the meeting within 45 days of receiving the requisition, the requisitions themselves can call the EGM within three months from the date of receipt.
4. Extraordinary Meeting Convened by the Tribunal:
- The Tribunal can order the calling, holding, and conducting of an EGM.
- The Tribunal may exercise this power on its own motion or upon the application of a director or member entitled to vote at the meeting.
- The Tribunal can give consequential directions, including considering one member present in person or proxy as constituting a meeting.
- The power of the Tribunal to call an EGM is applicable only when it is impracticable for the company to do so.
Penalty:
- Failure to comply with the provisions regarding the calling of an EGM can result in a fine of up to ₹1 lakh for the company and every officer in default.
- A further fine of ₹5,000 per day of default may be imposed for continuing default.
CLASS MEETINGS
Class Meetings:
- Class meetings are held to pass resolutions that bind only the members of a specific class.
- They are convened to vary the rights attached to a class of shares or propose a scheme of arrangement or compromise.
- Only members of the particular class can attend class meetings.
Requisites of a Valid Meeting:
1. Proper Authority:
- The Board of Directors is the proper authority to convene a general meeting.
- If the board fails to call a meeting, requisitions or the Tribunal may call a general meeting.
2. Notice of Meetings:
- Proper notice must be given to all members, legal representatives of deceased members, assignees of insolvent members, auditors, and directors.
- The notice should be given 21 clear days before the meeting date, excluding the day of service and the day of the meeting.
- A shorter notice can be given if consent is obtained from members representing at least 95% of the voting rights.
3. Contents of Notice:
- The notice must specify the place, day, and hours of the meeting.
- It should include a statement of the business to be transacted.
- Failure to specify essential particulars may invalidate the meeting, and resolutions passed may have no effect.
4. Quorum:
- Quorum refers to the minimum number of members required to constitute a valid meeting.
- Unless the articles specify a larger quorum, 5 members (public company) or 2 members (private company) personally present (not by proxy) constitute the quorum.
- Quorum requirements may vary based on the number of members as per the Companies Act, 2013.
- If a quorum is not present within half an hour from the appointed time, the meeting may stand dissolved or be adjourned to a later date.
- The presence of even one member may be deemed sufficient in certain circumstances as directed by the Company Law Board.
5. Chairman of a Meeting:
- A chairman presides over the meeting, conducts proceedings, maintains order, puts resolutions to vote, counts votes, and declares results.
- The articles may provide for the appointment of a chairman.
- If not provided, the members present elect a chairman through a show of hands, and if a poll is demanded, the elected chairman exercises the powers of the chairman.
Duties of the Chairman:
- Ensure the minority is not oppressed.
- Provide members with a reasonable opportunity to discuss proposed resolutions and ensure all views are adequately aired.
- Ensure the meeting is properly convened and constituted, with proper notice given and a quorum present.
- Conduct proceedings by relevant laws, the company's Articles of Association, or common law.
- Adjourn the meeting if disorder or similar causes prevent the proper conduct of business, without abusing this power.
- Properly ascertain the opinion of the meeting by putting resolutions to vote and declaring results.
- Maintain order in the meeting and decide questions requiring immediate decision.
- Use casting vote, if provided, for the benefit of the company.
- Ensure minutes of the meeting are properly recorded and signed.
Minutes of the Meeting:
- Every company must keep records known as minutes of all proceedings of general meetings, board meetings, and committee meetings.
- Minutes must be recorded within 30 days and each page must be initiated or signed by the Chairman.
- Minutes should provide a fair and correct summary of the meeting proceedings.
- Include appointments of officers and the names of directors present or dissenting.
- The Chairman can exclude defamatory, irrelevant, or detrimental matters from the minutes.
- Minutes books must be kept at the registered office and open for inspection by members during business hours, with at least two hours allotted each day.
- Failure to furnish copies of minutes within the specified time may result in fines for the company and responsible officers.
Rules of Keeping Minutes (Section 118):
- Entries of meeting proceedings must be made within 30 days.
- Each page of the minute book must be initialed r signed by the Chairman.
- Minutes should contain a fair and correct summary of the meeting proceedings.
- Include appointments of officers and names of directors present or dissenting.
- The Chairman may exclude defamatory, irrelevant, or detrimental matters from the minutes.
- Minute books must be kept at the registered office and open for member inspection during business hours, with at least two hours allotted daily.
- Failure to provide copies of minutes within the specified time may result in fines for the company and officers.
Proxy (Section 105):
- A member can appoint a proxy to attend and vote on their behalf.
- Notice of a meeting must state the right to appoint a proxy.
- Proxies need not be members of the company.
- The member must deposit a proxy form with the company at least 48 hours before the meeting.
- The proxy form must be in writing and signed by the member or authorized attorney.
- Revocation of proxy is possible, except if the proxy has already voted.
- In the case of multiple proxy forms, the last one submitted is considered valid.
- Proxies can only vote on a poll and not on a show of hands.
IN-TEXT QUESTIONS
11. How many types of general meetings are held in the company?
(A) 1 (B) 2
(C) 3 (D) 4
12. Gap between the two annual general meetings must be:
(A) 10 Months (B) 12 Months
(C) 15 Months (D) 18 Months
13. Clear notice to call annual general meetings must be:
(A) 14 Days (B) 21 Days
(C) 30 Days (D) 45 Days
14. First annual general meeting must be held in the company within:
(A) 6 Months (B) 9 Months
(C) 12 Months (D) 15 Months
ANSWERS:
11. (B) 2
12. (B) 12 Months
13. (B) 21 Days
14. (C) 12 Months
VOTING AND POLL
Voting in General Meetings:
1. Definition: Voting is a formal expression of the will of the members of the company.
2. Right to Vote: Members holding share capital have the right to vote on every motion. Preference shareholders can vote only on motions affecting their rights.
3. Eligibility to Vote: Share warrant holders, executors of a deceased member, and receivers of an insolvent member cannot vote unless registered as members.
4. Voting Methods:
- Voting by Show of Hands: Default method unless Articles provide otherwise. Each member has one vote, regardless of the number of shares held. Proxies cannot vote on a show of hands.
- Voting by Poll: Members exercise voting rights based on the number of shares held.
5. Chairman's Declaration: The Chairman's declaration of the result of voting by show of hands is conclusive evidence.
6. Poll Demand: A poll can be demanded before or on the declaration of the result of voting by a show of hands.
- Specified Number of Members: In a company with share capital, members present in person or by proxy holding at least one-tenth of the total voting power or shares on which an aggregate sum of at least five lakh rupees has been paid up.
- Other Companies: Any member or members present in person or by proxy holding at least one-tenth of the total voting power.
7. Withdrawal of Poll Demand: The demand for a poll can be withdrawn by the person or persons who made it.
8. Timing of Poll: A poll for adjournment of the meeting or appointment of the Chairman is taken immediately. A poll on any other question is taken within forty-eight hours of the demand.
9. Continuation of Meeting: The meeting continues until the result of the poll is ascertained.
10. Chairman's Power: The Chairman has the power to regulate how the poll is taken.
11. Scrutinizers: The Chairman appoints scrutinizers to observe the votes given on the poll and report to him.
12. Specimen Signatures: The Chairman ensures scrutinizers are provided with specimen signatures of all eligible voters.
RESOLUTIONS
Definition: Resolutions are formal decisions of a meeting on a proposed motion.
Types of Resolutions in Company Meetings:
Ordinary Resolutions:
- Definition: Passed at a general meeting where votes in favor exceed votes against.
- Sufficient for most matters unless specified otherwise.
- Examples: Change of company name, issue of shares with differential rights, appointment of auditors, etc.
. Special Resolutions:
- Definition: Requires specific notice and three times more votes in favor than against.
- Must be filed with the Registrar within 30 days of passing.
- Examples: Insertion of entrenchment clause, alteration of Memorandum of Association, reduction of share capital, buy-back of shares, etc
Resolutions Requiring Special Notice:
- Definition: Matters requiring prior special notice to propose the resolution.
- Notice must be duly given for the general meeting.
- Examples: Change in registered office, alteration of Articles of Association, issue of sweat equity shares, winding up by Tribunal, etc.
Filing Requirements: Copies of special resolutions must be filed with the Registrar.
Matters Specified in the Companies Act: The Act specifies certain matters for which a special resolution is required.
- Examples: Change in the object of a public company with unutilized funds, the appointment of more than 15 directors, removal of auditors before term expiry, etc.
Importance of Resolutions: Resolutions reflect the majority decision of the members and formalize the outcome of a meeting's voting process.
POSTAL BALLOT
Postal Ballot under the Companies Act, 2013:
1. Definition: Postal ballot is a method of voting by post or through electronic means for certain specified business transactions of a company.
2. Business Transacted by Postal Ballot:
- Alteration of objects clause of the memorandum.
- Alteration of articles of association related to constituting a private company.
- Change in a registered office outside local limits.
- Change in objects for which the company raised money from the public through a prospectus.
- Issue of shares with differential rights.
- Variation in rights attached to shares, debentures, or securities.
- Buy-back of shares by the company.
- Election of a director.
- Sale of the whole or substantially the whole of a company's undertaking.
- Loans, guarantees, or security provided beyond the limit.
3. Exclusions from Postal Ballot: Ordinary business and matters where directors or auditors have a right to be heard.
4. Deemed Passed: If a resolution is assented to by the requisite majority of shareholders through postal ballot, it is deemed to have been duly passed at a general meeting.
5. Procedure for Conducting Postal Ballot:
- Notice to Shareholders: Send a notice with a draft resolution, explaining reasons, and requesting assent or dissent in writing within 30 days.
- Modes of Dispatch: Registered post, speed post, electronic means (registered email), or courier service.
- Notice on Website: Publish the notice on the company's website until the last date of receipt of postal ballots.
- Appointment of Scrutinizer: Board of directors appoints a scrutinizer, impartial and not employed by the company, to conduct the postal ballot process fairly.
- Obligations of Scrutinizer: Maintaining ballot records, ensuring safe custody, submitting a report within seven days, preserving ballot papers, and declaring results on the company's website.
6. Assent or Dissent: Postal ballots received after 30 days are treated as non-replies.
7. Declaration of Results: Results, along with the scrutinizer's report, are published on the company's website.
Postal ballot allows shareholders to vote on specific business matters without the need for a physical meeting, ensuring transparency and convenience.
E-VOTING
Electronic Voting in Companies Act, 2013:
1. Definition and Types: Electronic voting encompasses various methods of casting and counting votes, including electronic means such as voting machines, optical scan systems, kiosks, and remote voting through telephones, private networks, or the internet.
2. Two Types of e-Voting:
- Supervised e-Voting: Voting is physically supervised by representatives of governmental or independent electoral authorities (e.g., voting machines at polling stations).
- Remote e-Voting: Voting performed within the voter's sole influence, not physically supervised by governmental authorities (e.g., voting from personal devices via the internet).
3. Introduction to Companies Act: Section 192A of the Companies Act, 1956, and the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 allowed shareholders to express their assent or dissent via postal ballot.
4. Voting through Electronic Means:
- Rule 20 of the Companies (Management and Administration) Rules, 2014 mandates listed companies or those with at least one thousand shareholders to provide electronic voting facilities.
- Members can exercise their right to vote at general meetings through electronic means, and resolutions can be passed via electronic voting systems.
5. Definition of Electronic Voting:
- "Voting by electronic means" or "electronic voting system" refers to a secured system that displays electronic ballots, records votes, and counts them in a centralized server with cyber security measures.
6. Requirements for a Secured System:
- A secured system should be reasonably secure from unauthorized access and misuse.
- It should provide a reasonable level of reliability, correct operation, and be suited to its intended functions.
- It should adhere to generally accepted security procedures.
7. Cyber Security:
- Cyber security involves protecting information, equipment, devices, and computer resources from unauthorized access, use, disclosure, disruption, modification, or destruction.
The Companies Act, 2013 introduced provisions for electronic voting, allowing shareholders to vote remotely and securely through electronic means, ensuring convenience and transparency in the decision-making process.
Procedure to be followed by the Company:
Procedure for Electronic Voting in Companies Act, 2013:
1. Notice and Communication:
- Notices of the meeting should be sent to members, auditors, and directors through registered post, speed post, electronic means, or courier service.
- The notice should be placed on the company's website and the agency's website (if applicable).
- The notice must mention the availability of electronic voting facilities and provide details of the process, manner, time schedule, login ID, and password generation for voting.
- Advertisements in newspapers should be published at least 21 days before the meeting, stating the availability of e-voting and important dates.
- The advertisement should include specific information as per Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014.
2. E-voting Period:
- E-voting should remain open for a minimum of one day and a maximum of three days, ending three days before the general meeting.
3. Shareholder Participation:
- Shareholders holding shares in physical or dematerialized form as of the record date can cast their votes electronically.
- Once a vote is cast, it cannot be changed.
4. Closure of Voting:
- At the end of the voting period, the voting portal should be blocked.
5. Appointment of Scrutinizer:
- The Board of D should appoint a scrutinizer, such as a chartered accountant, cost accountant, company secretary, or advocate, who is not employed by the company.
- The scrutinizer can seek assistance from a person familiar with the e-voting system.
6. Scrutinizer's Duties:
- The scrutinizer should unblock the votes within three working days of the voting period's conclusion.
- The unblocking should be done in the presence of at least two witnesses not employed by the company.
- The scrutinizer should prepare a report of the votes cast in favor or against and submit it to the Chairman.
7. Maintenance of Register:
- The scrutinizer should maintain a register, manually or electronically, recording the assent or dissent of shareholders, including their particulars, shareholding details, and differential voting rights (if applicable).
8. Safe Custody and Returns:
- The scrutinizer should keep the register and related papers in safe custody until the chairman approves and signs the minutes.
- Subsequently, the scrutinizer should return the register and papers to the company.
9. Declaration of Results:
- The results, along with the scrutinizer's report, should be posted on the company's website and the agency's website (if applicable) within two days of the resolution's passing at the general meeting.
10. Resolution Approval:
- Subject to receiving sufficient votes, the resolution will be deemed passed on the date of the relevant general meeting.
IN-TEXT QUESTIONS
15. Annual General Meeting is held to review the overall progress of the company
during the year.
16. Ordinary business transacted in Extraordinary General Meetings.
17. One-person company is not required to hold the AGM.
18. Adjourned meeting may be held at any time by the Directors.
19. Resolution passed through postal ballot only through electronic means.
20. E-Voting is a more secure method to pass the resolution than other means.
IN-TEXT QUESTIONS
15. Annual General Meeting is held to review the overall progress of the company
during the year.
16. Ordinary business transacted in Extraordinary General Meetings.
17. One-person company is not required to hold the AGM.
18. Adjourned meeting may be held at any time by the Directors.
19. Resolution passed through postal ballot only through electronic means.
20. E-Voting is a more secure method to pass the resolution than other means.
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