chapter management

straton
Ifi
cse 91 it

sina tn

yaenenF
meetings
exira
General
ordmary
 g
AGMS EOGM
t t
once in eachyeard Any meeting other
cy or Fy than AGM

SG
[Link] gipc

IÉÉnthau hold Aam

Once in each year calendar
Not more than 15m shall lapse Z AGM
First Aam within am of end of first FY
subsequent Aam within Gm of end of FY

Nt Roc may for any special reasons

Extend time for holding Aam other than
first Aam for 6
month
Ext
Aug Bud Ctd
Date of COI 15 04 22 31 12 22 15 01 23

Eiger 311121 23
3300110911244
331413123

33819941424
3341144024
30318190192152025
 9

Id
i stay 22
First AGM 30th Apr 2023 Des
second Agm t 31st
Aug2024 Dna 1 Gap P Ism

Not company holds its first Aam within

If a
a months of end of FY it would be okay if
the co could not hold Aam in its year of
ioporah

Business hours 9Am 6PM

pay any date other than
[Link]
RO or other place within CTV of Ro
G
co Any place in India with consent of
All members in advance

Gort co Ro within Ctu or any other place

approved by Ca

Sec 100
 ed
Inumeelingotherthanaamis

2
Board At requisition by SH
whenever it
deems Ht I
t
within India co co not
not having having
necessary share share
Except wos capital capital
of co incorporated t t
Ols India members members

temple sects requires 7410th of 7 1110th

of
or total Pusc totalvoting
power
Pequestfymembers
request
Requisitionist
matters
signed Date on which co
receives such request
I

3 months
45 days pateofrandreaysition
21 days
g l
Date of Board shall
receipt call for Hold
 via
Mimas I
meeting may call for
request
meeting
themselves

co to reimburse expense of
meeting
Deduct such ant from director
remuneration
who defaulted in

Reticallingoftambypequisionist ageing

21 writing
days notice E mode

Notice to specify Place date days hour

Business to be transacted
All requisition is't
Signature in notice or
t
By req duly authorized

Es not needed Notice MAY disclose reason

for proposed resolution

TEIFI's whose appears in Rom

name
within 3 days of submission of valid requisition
Requisition ist shall have righttorece list of
members
 speed post
Mode to send note
R Post
I E mode
Note Accidental omission Not to invalidate
proceeding of Eam

ÉÉs arenot required to specify

reason for business to be transacted in Eam
Just the matter is
stating enough

shonnoticeofmeeting
writing
21 days nonce
E mode
I
Exclude Date of meeting s date on which
notice is postedserviced

giving shortner notice if

consent is given by

AGM
x
EGM
t
7951 of
 entitled co having co not having
se se
to vote t t
Majority in Members
Tumbers
having
7951 of 951 of total
Puso

Notice to specify

p plack Business
D Date EE
in

Ialhowillneceivenotice
Notice shall be given to MID
Members all the members
LR
of deceased member 08
Ieee of insolvent members
Auditors
Note Accidental omission not to invalidate
proceedings

Sending notice via E mode

Statutorily recognised i.e legally accepted

Notice may be sent via FATE'inment
URL

Email to be addressed to entitledperson

Co to allow email IDs once
changing
in a FY

Place notice on
website as well

Ledservieornotice
48 hours after such letter is posted
Refer see 20
 Secistatementtobeannexe dtonote

Business

business
ordinary a
Business
I
Everything else is
d
consideration
[Link]
Dividend
i of if auditor report
business

Appointing gnnaamnng
remuneration of auditors

AGM FOAM
Ordinary Fs Div Dir And none
Special

Note Every special business requires explanatory

statement in the note

Even Expanatorstaement shall state materialfacts

concerning each item of speabusiness
 disclosure
f
disclosure

.IEiiest
1
t
rnancia
otherwise
Director
Of every KMP relatives
manager
Other info g facts to enable to understand

meaning a scope and take decisions

Note If as a result of non disclosure any benefit

accrues to promoter Director Kmp
t
Hold in t of the co
Dmpensate the co for
such benefit

specific disclosure

where spe abusiness related to anyotherco

then state the following in Es
t
Extent of shareholding in the other co of
promoter
Director if not less than 2
of
PUSC
manager amp
Fates
Example

Adani Rath
f
Gautam InboardB
Adani
Ic

Etgiiifm senator
50,000
we
5x benefit accrued

Section 103 Quorum

Unless AoA provides

larger no quorum shall be

x
n Épesonaiw É
2 members
pysent
O
1000 personally
present
1001 5000 15
5000 30
 Quorum to be checked within
halfhhout
I [Link]

Meeting caliedomal
by requisition ist meeting
Ms 100
t
I Adjourned
cancelled
Even if Bob had week
Next Such other date
called at their time as BOD
same ppp
request may decide

Heast3 days

IndividuallyTewspaper

English vernacular

lathat if quorum is not present in

et
adjoumedme
Member present shall be quorum

Quorum shall be present c the

meeting
 Section Proxy

Any member entitled to attend and vote shall be

entitled to appoint another person as a proxy to
attend and vote onhisbetalf
No to speak
right
proxy
Entitled to vote only on a pot
ext voting
physical
voting
meeting vote from home

Hands
t Poll
Proxy Proxy
cants can

I
pertson votebased
note on Duse

Limitonp roxy

A members person can act as proxy for

members ANT not
 310 OfPUSC
Where a member alone holds 7101 of pusc single
Person may be appointed as proxy such person
can't be proxy for other members

Appoint foxy in Form MATI

In case Sec 8 cos only members act as

of can

proxy
members can appointproxy
Even notice shall include
I
proxy need not be a
member

Deposit Proxy form Mat 11 48 hours Before

meeting
stamped
Proxy form shay be Dated
signed
IndividIBC
t
Ap pointer
duty auth
or sign
under Fauth
in secy Officer
attorney
 Inspectionofproxytom

Ever member entitled to vote can inspect

Notice for inspection Atleast 3 days before
meeting
Luang

24 tIF sion
modeling ofmeaty
11 00AM 5 00PM

Turngthisperodpngenss hours

YMatimaytrsomemings
 Sect Representation of Didnt and Governo
in meeting

FThares held is held in the name

by ca of President
le le in SG i ni n t t t
Goreng

President Governor if he is a membber may

appoint a person as his proxy representative at

acting
Person so appointed shall be deemedto bea
member same rights and powers as

Resident Governor could exercise

1113 PeprsentationofBC
1 A BC May
By BOD resolution
Authonite a person of members
to act as its rep at a meeting or
of creditors
2 Such rep Deemed members
secy Chairman of CP
meetings
chairman is chairperson
Unless AoA provides otherwise memberspersonally
present shall elect one themselves to
amongst
be chairman by show hands
of
Members Flag demand poll for election
of CP

I
hands shall continue
aued byron
to continue
until other chairperson thereafter
is elected by poll

meeting ensure quorum

Prima facie authority
casting vote second vote only if empowered
by AOA
 voting 106 110

1
Physical
Electronically
meeting
I
n I
l a
show of voting E
voting voting by
hands by poll postal
ballot
107 109 108
110

see 107 show of hands

Poll is demanded Uls log
uness or
Voting is carried electronically
t
Resolution at an shall decided by sho
wophands

InnowdingstadIonausive evidence that resolution

has been passed

Declaration by CP Tenny to that effect

of passing such resom in the minutes of
 g

E can a member abstain from voting

I Yes He can vote in favour against or he can
also abstain from voting

Sect Dem
andforpol

Before declaration of result of show

of hands
Poll may be Poll be ordered
by CPTn his own motion
byCP on demand made
suo moth 1 by

a not se
having
[Link] exy d

having Iliothor Members

having
Moth of up

Having of EstakI HID

Demand may be withdrawnby person
requesting
for such poll
 When will the demand for poll be taken
Poll demanded for

x
Adjournment Any other
or
question
Appt of CP
t t
Forthwith take within Us hours
Immediately from time it was
demanded
Scrutinize poll process
Register of Members
Provide to scruphizer
I ssigns attendance proxy
register
All other relevant does

distribute
themes
Arrange Polling Paper Form Mat 12 and
on case
of Joint holders
proxies give it to first name

keep records of PP received as response

Thy initiating it
Lock 9 Sed empty polling box

If members proxy voted proxy's note

 box
Ken polling on presence of 2witness

Introns report to Cp
TMI 13 within 7 days
of poll
Remit 3
ee
7 days of poll

Route Total votes cast

valid votes
Favour
Against
themself
Cl to
date results of voting
person auth
countersign by him in
writing
Restrictions on
Sect voting rights

E mi it
No member shall exercise on
voting rights
shares on which
 calistithnotchas exercised
been paid
calls in arrears
any rightoftiet

Except in above two cases a company shall

Not prohibit a member from exercising
voting right
on any other ground
On a poll being taken member Proxy need

se all his votes or

b cast in the same way all the votes he uses

Secta voting through e means

shall provide facility to vote by e means

Following
a listed co
b co 7 1000 members
having
Nidhi
Provided that I
Not required to
Inst investor provide such
facilities

Noticeofmeeting
Member R Post
 Auditors
Directors
Te speed post
means courier

votingcanbedon
Before Atthe
meeting meeting
1 t
Remote e E
voting system
voting
REV Ballot

polling paper
Note
1 members voting via REV may attend am but
shall
notroteagay
2 Votes once casted
cannotbevetracted
Indicate the in notice
following
Process a manner of e
voting
Time schedule for REV
Login in details password
 [Link]
aYitatch of notice but
atleast 21 Fear days prior to an
English
f
o

vernacular

Specify in newspaper

Statement that business to be transacted

via e
voting start
Dates time of of Rev
Eng
cut off date not earlier than 7 days for

determining eligibility to vote

thin not be allowed beyond said date time

Manner of
voting atthemeeting
Member may participate in am after REV
but cannot vote
again
Members as on cut off date only are entitled
to vote

Website of co etc
 Remote e
voting
Open for 3 days
Close 5pm on
preceding day of GM
votes once cast cannot be changed

Scrutiny Bob to appoint

one morescrutinizer
CA les Advocate Non employee
Person of repute
Not
Can appoint assistance Employee
wetversed with
EVs

6 votes
Counting

Immediately after cusion of GM

First count votes thereafter unblock REV

at any
In presence of 2 witness
not in employment

make within daysousion of ana

scrutinizer Declare results
ga
scrutinizer Report Countersign
 Prevent dual votes i e REV At the meeting

Generally t [Link] remain secret till votes

are cast in am

But prevent
to dual votes scrutinizer to

have details of sit

whorted but not the
manner or votes

8
Register of Assent dissent

scrutinizer to maintain such

register
Record assent dissent received
Details
Basic details of sit and shareholdin

such remains safe custody of

in
register
scrutinizer till approval of minutes by CP
Thereafter hand over to co

Result of resolution Place on website

Deemed date of resolution 4 Date of am

Note Resoln proposed thru e voting cannot be with
drawn
 110
Itt
As per sec
211 Postal Ballot means
voting de

Ca b

W r t such items In respect of any

as ca may declare other items other than
to be transacted ordinary business
ONLY by postal ballot Business in which dir
I auditor has to be
right
heard
A company shall A comtpany may

Transact such business

ballot
throughpostal

Isorpostabalot
Notice to all ft 30days Assent
members resolution Dissent
not MAD

Notice to Members AudIDiv

Mode R Post Speedpost e means or courier

I
 vernacular

Specify Business is transacted thru P ballot

being
start se end date of voting
Stament that
Voting not allowed beyondspecified date
Members may apply to co for duplicate
ballot form

5437 appoint
One scrutinizer Not employee
P Ballot received back safe custody of scrutinizer
Report to CP 7 days

Rule 20
votingthrough e means Apply mutatis
mutandis

Notapplicable postal ballot Even for mandatory

sections
ope
IT having up to 200 members

treaty of object
ordinary
Extra ordinary
 12
Change in Ro outside local limits CTV
43 DVR
48 Variation
68 I Buy back
151 Appointment ment Of SSD
go sale of undertaking
186 loans guarantee

11 01291

OI I
Notice duly given Intention to move SR is
specified in notice
votes duly casted by
entitled members Proxy Notice has been duly given

Uf exIeds Va
Uf not less than 3 x VA

section 115 Special Notice

Where by Act or AOA special notice is required of
any resolution such notice shall be given in
manner prescribed
 Rue23 Special Notice
Not less than It up
1 To be sit or
given by holding Not less than Pusc of
5 lakhs

2 Time period Not earlier than 3 months but

at least ly days before Exa day of notice
Cciear meeting
day ofmeeting
B Immediately on receipt of such notice

Notice of
co
resolution members
atleast 7
clear days
1
website
It not practicable Atleast
Newspaper 7 Clearday
beforeGM

Section 116 Resolution passed at adjourned meeting

Resolution passed at adj treat as it has

meeting
been passed on the date on which it was in fact
passed and not deemed passed on any earlier date
 Eon Resolutions Agreements to be filed

Following resolutions agreements along with

Es shall
be filed with
IOC in form Matty within 30 days

of passing such resoln or making agreement

EB EA WI
s SR
A Resolution agreed to b all members
B BOD resolution
p Resolution Uls 17913 Power of Board
W Resolution for voluntary winding up us 59 of
IBC

Agreement related
II
A to
Reappt of MD
no
of terms
C Resolution Agreement Agreed to by class of
members
0 Any other resolution agreement

Resolutions having affect of altering AoA

copy of
Agreements mentioned above
t
Annex to every copy of AoA issued thereafter

Note No person shall be entitled us 399 to inspect

or obtain copy of resolutions 41s 17913
 I
i a I
mama
MAX E 50,000

section 118 Minutes of proceeding of GM [Link]

I Minutes shall be Prepared

signed
Kept in the minutes book
within 30 days of confusion of

GM or sit or creditors
Bob meeting
Resolution passed by Postal ballot

2 Minutes to contain Fair a correct summary

3 In case of minutes of BM include

Name of directors present
In here a resoln is passed Dissenting
directors
Q can cp remove a matter from minutes

The matter shall not be

 g
in minutes which in opinion of Chairman is
D

D Defamatory of any person

I Irrelevant immaterial to proceedings
D Detrimental to interest of co

Chaman has absolutdisection to includelexa

141 Minutes Evidence of proceedings therein

contrggggffperson
f guilt of
tampering evidence
Co E 25,000 1
Old E 5,000 Jail Upto 2 years AND
fine
Ik tollath

14 53415 15 book to be maintained for

SH
each type of meeting am
ers
BME
Resolution by postal ballot record in minutes of
ang in which deemed
passed
 ballot incl
In case of postal following in minutes
2

Resolution proposed
Result of
voting
scrutinizer's
report
3 Each
of minute book Initialed OR
page signed
last page Dated signed
t
By whom
I 1 1
BOD am Postal
meeting Ballot
or committee y
thereof chairman of
t
t Chairman of
same
Chairman of meeting Bob 30 days
said meeting within 30 days
or
1 If there is no
of next Death Disability co or death
succeeding Director duly
inability
auth by d
meeting BI Director
duly
auth by BOD
TIP reserve minute book
GI BI
at RO Ro or
place as BOD dead
such
keep
Preserve Perm Permanently
custody Cs or director duly auth by BOD

Sec 118 N A to see 8 co

Ext provides for confirmation of

or AoA
minutes by circulation record within 30 days

Section 97 to 99 sA12v

Sec 97 Power of Tribunal to call Aam

Notwithstanding Act AoA non obstantate clause

In case of default in holding Aam
PAhymember may make application to tribunal
Tribunal may call or
Direct calling Aam of the co
and give consequential direction

[Link]
such am held
Fperon
Such direction may include
eemedauorum
Aam co
I member
 r

Sec 98 Power of Tribunal to call EGM

other than Aam if it is impracticable to Caf

a
meeting as per Act AoA
tnduct Either suo motu
Tribunal may
on application of director
or
member
Imai may order to be
a
meeting CHI
Ind give consequential direction
I
Such direction may include
Providdhat I membe
present in proxy person Deemed quorum

such Deemed duly cite

meeting meeting

Section Punishment for default 61s I 97

198
U's 96197198
Defayt
complying with Tribunal's direction
co Fine E I lakh
 continuing default Further
II day
100 101 102 103
104 105 101 covered
107 108 log 110

section 111 Circular of member's resolution

1119 Inspection of minutes book

General meetings
1 minutes book of
I Tritintal ballot

Kept at Ro
open to inspection without
charge during
business hours subject to
imposing restriction
by AoA am not 42 business hours

On request of members t fees as per AoA not Elo p

Furnish copy within 7 days

Wang
provided that soft copy of minutes of immediate
3
preceding FY Furnish free
of cost
t

Inspection Of minutes
refuse not furnished

525,000 for each default

01 D E 5,000 J Or refusal

Also Tribunal may by order

Direct immediate
be
that copy shall
sent to person
inspection of minutes requiring
it
Sec12 Maintenance inspection of does in e form

Usted co
11 Every
co 7 1000 Sit DH and OSH
having
Mayo maintain records does in e
ford
Person responsible for e records If
I Authorized direct
Records maintained in e form shall be available
for inspection in e form

Seely Report on Aam

11 Every Listed Public Company shall prepare a

that Acts rules
fort meeting was Et as per
2 File with Roc 30 days Matt
G I lakh 500 day Max t lakhs
Default penalty 10
D toolday Max I lakh
Iftar S
re
1 Reports us 121 are in addition to minutes
a signed dated and led
Inability 2 Director
IMD iffy
B Reporttoinclude A BOLD Mcd

Adjournment no of members
Business transacted a
chairperson confirmation
Other Quorum
Law compliance
Details Day time

1122 Applicability of Chapter to OPC

I Sec 98 10010111 4 N A to OPC

Bhai 96,97 99,6 hi navin 194A
Conduct business at Aam below
ordinary as

Member to communicate reson to co

co to
enter in minutes book
signed 9 dated by member and
Such date Deemed date of am

of only I director
3
Passing Bob resoln in ope in case
Director
offEnter in minutes book

signed dated by such director

Date of BOD meeting
 immigrations
12 Polling paper

14 Re som to ROC Sec 117

members Rom
Sect Register of etc

1 Every co shall Keef and man

Rona in [Link] HTegistrofIIev see holders
Folm 19Gt I Matt 2
Let's see mat I

2
Every register shall include indexonnames
included therein Index not necessary if members 50
If exact 50 Index required
Half century

131
Register Index of beneficial owner I Deemed
compliance of Act
 relating to Rona
I n try to be made within 7 days of allotment
trf
Maintain at Ro However SI may be passed
to keep Rom at

Any other Anypi ace within India

within Ctv of Ro in which 410th of
total members reside

If total 1000 Min 101

members reside there

Special information in Rom

SEB
In case securities are attached
competent
auth
Giving directions writ remittance
of
Dividend Interest

In case
of listedstones where promotor
has created pledge Charge on his shares
mention details within 15 days
Death
in status members
Changes of Insolvency
H of to IEP F
Record in
 g
Details as prescribed to be included in Rom

41
Igghffiticed by AoA
Co
may keep outside india
a part
of register called Foreign Register
containing details of members DH etc residing
outside India

Rule 7 foreign Register

1 File with within 30 days of opening of FR
ROC J t File Mat 3 notice
of situation of office
30 days
Change in situation Intimate May

B Foreign Reg Deemed part of principal

reg
4 Inspection copies of FR same manner as principal res

Closureoffry Advertise at least a newspaper

in place where FR is kept
circulating
 5
Transmit data to Ro
Copy of every entry in FR within 15 days
Keep at such office Duplicate FR

I Discontinue FR
other FR kept ols India
Transfer all entries
to Principal register
G 3 lakh
Failure us 88
OID 50K

Read concept clarity notes from summary book

Sec 89 Declaration of beneficial interest in shave

Beneficial owner
Shabnam
El lakh
I RIL
Happy invested
registered
owners
gend who will be the beneficial
owner of this

Registered owner
named in Rom Degarano
Happy 199T
30
day g Co
997 g
30 days
 Decorator taken
Beneficial owner rhythms ROC
holder of beneficial
interest
sunblon

Any change in beneficial interest Declare to

co within 30 days

Where declaration under this section is not made

No in
respect of such shares shall be
rights
enforceable by such person
claiming beneficial in It
Dividend shall be paid to
membey not beneficial
owners

Penalty
Fun to make declaration to co
50K 2001day Max 5 lakh
Failure of co to file mat 6
1000
co
day Max 5 lakh
O ID 10001day Max I lakh

Trusts created for mutual funds venture cap fund

such declarations not required

Section 90 after 91992

Section 91 power to close Rona DH OSH

close Rona DH lost for

l co may

Aggregate 45 days in each year AND

Infamy onetime
Previous notice of such closure to be given
in prescribed manner
of atleast 7 days
2 Contravention Co 901 D 5000 Max 54
day

Sec 92 Annual Return

I AR to contain following details

B RO Principal Business Activity
9 Group cos Particulars of It S and Associates
R Remuneration Director Kmp
SH Pattern
SH Members Dit OSH Previous FY
k Promoter Director KMP t Change since PfY
M am BOD committee
Meetings
P
Penalty on co
C o
certificate of compliance
F a Fels
0 other matters
 Aerioggiate
Form it
sign as Director
If no CS then I
director 9h absence
as in practice

3 Certification by CS in practice
Listed co
In case
Pose 3 low
of co
having
I To 3 so u

AR shall be
effed by CS in Practice in 1997 80
AR discloses the co has complied
facts correctly with all provisions
and adequately

4 Few additional points

Place AR on website
co to file AR with Roc within 60 days from
date of Aam
no held in
 O
File in 60 days from date on which Aam
should have been held
statement reasons for not
specifying
Aam
holding

51 Penalty 10k 100 day t Max 2L

q I 10k t 100 day Max stok

es in P for contravention Estoy

Ead Register of significant Beneficial

5130
owner
in a company

MINEO

I ftpnngdiIda one or together or Direct

through one more person or trust Endive

Possess any of in
followingrights reporting
to

É folds lot of share directly ton directly

V Holds t
lot of votingrights n
D Has distributable
right to receive 7,101 of total
dividend directly indirectly
I to exercise control
 9 I
in any manner other than direct holdings alone
Tkosifakamghanahi hat

significant influence Power to participate in

financial and policy decision but
operating
is not in control Joint control of this policy

Edie Ratantata
1601
TataanupHoldingHdk
1301
Tatamotorsud
Ratan Tata Yes
Q IS an SBD in Tata motors Ltd

I 9s Ratan Tata an 5130 in Tata Group Holdingltd

provision
Do
soo 4 Roc
É 31
30 days
k
BEN 3

Inspection during business hours not a 2 hours

By members Prescribed fees not 7 50

per inspect

I
Company to send notices to 5130s whohaven't declared
Notice
I BEN 4
Person
I
nom co knows has Rat B
to be SBO
having knowledge of
identity of SBO
had been s Bo in last
3 years

Not registered as SBO

BEN 4 Notice
If person

required 30 days

t
person fails to give info lo to apply to

Info is not satisfactory N

within it days
NCLT May order Restrictions writ transfer
within God aus
suspension of rights attached
after 00BH other matters
 Aggreived person may Apply to meet for
relaxation restriction order
lifting withiplyear of
If noappin made
Trf shares to IEP F

summary of BEN 4 timeline

30 days 15dates Go dans year

y p
BEN 4 Reply order APPLY
Apply of
Police Tribunal Nett Feet
Restriction to
Faluftensatisfactory
Suspension Relaxation
Else IEP F
other

to make declaration BEN 1

50K T IK day up to RS 2 lakhs

Failure to maintain Register BEN 3

I lakh 500
day lepto 55 lakh Co
25000 200 day Upto El lakh DID

Person wilfully submits Liable 615447

wrong info
section 94 place of s inspection
keeping
registers Us 89
This section talks about
I 8
Return Us 92

i
Placeffepttat Ro
May be kept
At other place in India
In which lioth of total member reside
By
passing SR
2
Preserve a custody
Preserve Ady
Rom PTmanent
R of DH OSH 8 yrs Redemption es or

FR of member Permanent digest any other

director
FR of DH OSH 8 Yes Redemption authorized
Return us 92 8 yrs
filing
131 Inspection
business hours or reasonable time
During not 2hrs7

Fees Members Free

Others Press fees 150 inspection
4
Estragon antiferson
t
w otpayment request copy trees Kio page
of fees frovide in
co to 7 days

5 Refusal to
inspect copies

penalty
q I sooo day max I lakh
Immediate inspection
Ca may order
Provide copies forthwith

senas register
be

4 5 88 94 n i e
therein

Question23

For the of avoiding confusion a mixing

sake

up each resolution in the general meeting

shall be moved separately However it would
not be if a company decides to move
illegal
multiple resolutions together