Note: The following sections are notified:
Section 100- General Provision for holding EGM – no
change
Section 102- Statement to annexed to notice
– change w.r.t Companies Act, 1956
Section 103- Quorum for meetings –
change w.r.t Companies Act, 1956
Section 104- appointment of chairman-
no change
Section
105 – Appointment of proxies change w.r.t Companies Act, 1956 but changes not
notified
Section 107- Voting by show of Hands-no
change
Section 108- Demand for Poll- no
change
General provision:
An Extra Ordinary General Meeting can be conducted in the following three ways:
(No change with respect to the old companies act)
Meeting by Board:
Section 100(1)[1]: The Board may,
whenever it deems fit, call an extraordinary general meeting of the company.
Meeting by Board on
requisition: Section 100(2)[2] : The board can also call
an EGM at the requisition of members.
a)
in the case of a company having a share capital, such number of members who hold,
on the date of the receipt of the requisition, not less than one-tenth of such
of the paid-up share capital of the company as on that date carries the right
of voting;
(b)
in the case of a company not having a share capital, such number of members who
have, on the date of receipt of the requisition, not less than one-tenth of the
total voting power of all the members having on the said date a right to vote,
call an extraordinary general meeting of the company within the period
specified in subsection
Meeting by requisitonits:
Section 100(3)[3]:
If the Board does not, within twenty-one days from the date of receipt of a
valid requisition in regard to any matter, proceed to call a meeting for the
consideration of that matter on a day not later than forty-five days from the
date of receipt of such requisition, the meeting may be called and held by the
requisitonists themselves within a period of three months from the date of the
requisition.
The following are the
steps for holding an EGM under the Companies Act, 2013 by the board:
Step
1:
Convene Board Meeting after giving notice to all the directors to discuss
besides others the following matters.
· To
propose resolutions to be passed at the Extraordinary General Meeting of
shareholders
· To
fix the date, time and place for convening the Extraordinary General Meeting of
shareholders.
Step
2: Section 101[4],
Notice: Issue and dispatch notices in writing or through electronic mode giving
atleast 21 clear days in such a manner as may be prescribed. Chapter VII, Rule
7.16 lays down in details the procedure to be followed while sending a notice
through electronic means. The notice shall specify the place, date, day and
hour of the meeting and shall contain a statement of business to be transacted
at such meeting[5].
The notice of meeting shall be given to:
- (a) every member of the
company, legal representative of any deceased member
- or the assignee of an insolvent
member;
- (b) the auditor or auditors
of the company; and
- (c) every director of the company
Step
3: Section 101(1) Provio[6]
: The meeting can be held at a shorter notice if the consent is given in
writing or electronically by not less than 95 percent of members entitled to
vote at such meeting.
New: Step
4:
Attach statement to the notice[7]
: According to Section 102[8]:
the statement annexed to the notice shall contain
(a) the nature of concern or interest,
financial or otherwise, if any, in respect of each items of—
(i)
every director and the manager, if any;
(ii)
every other key managerial personnel; and
(iii)
relatives of the persons mentioned in sub-clauses (i) and (ii);
(b)
any other information and facts that may enable members to understand the meaning,
scope and implications of the items of business and to take decision thereon
Step
5:
Quorum: section 103[9]:
Ensure that the quorum required for private companies that is 2 members is present.
If the quorum is not present within half-an-hour from the time appointed for
holding a meeting of the company—
(a)
the meeting shall stand adjourned to the same day in the next week at the same
time and place, or to such other date and such other time and place as the
Board may determine; or
(b)
the meeting, if called by requisitionists under section 100, shall stand
cancelled:
New:
Provided that in case of an adjourned meeting or of a change of day, time or
place of meeting under clause (a), 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.
Step
6:
Chairman: Section 104[10]:
The members personally present at the meeting shall elect one of themselves to
be chairman on show of hands. 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 continue to be the
Chairman of the meeting until some other person is elected as Chairman as a
result of the poll, and such other person shall be the Chairman for the rest of
the meeting
Step
7:
Appointment of Proxies: Section 105[11]:
Provision exactly same as old act except the following:
New :Section 105 (1)Proviso 3[12]: Provided also that the
Central Government may prescribe a class or classes of companies whose members
shall not be entitled to appoint another person as a proxy:
Section
105 (1) Proviso 4[13]:
Provided also 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
Step
8:
Voting: Section 107[14]
states that voting can be done by show of hands unless a poll is demanded.
Demand
for Poll: Section 108[15]
states that before or on declaration of result of voting on any resolution by
show of hands a poll may be ordered by the chairman on an demand 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.
New: Section
108[16]:
Voting can also be done through electronic means for the class or classes of
companies so prescribed by the central government. Chapter VII Rule 7.18 states
that the following companies can conduct voting through electronic means:
a)
Every listed company
b)
a company having five hundreds or more shareholders may provide to its members
facility to exercise their right to vote at general meetings by electronic
means.
The procedure for
electronic voting and requirements are further stated in proviso to Rule 7.18 , Chapter VII Draft Rules
Step 9: After the
voting is done and resolutions are passed ensure that the minutes
of the meeting are prepared and signed within 30 days of the conclusion of the
meeting. (Section 118[17])
Step 10:
Section 117[18]:
File the appropriate form with ROC within 30 days of passing of the resolution.
[1] In force
[2] In force
[3] In force
[4] Not in force
[5] Section 101(2), not in force
[6] Not in force
[7] Section 102, in force
[8] In force
[9] In force
[10] In force
[11] In force
[12] Not in force
[13] Not in force
[14] In force
[15] Not in force
[16] Not in force
[17] Not in force
[18] Not in force
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