CHAIRPERSON OF MEETINGS (SECTION 104):
The articles of a company may name a person or a position as chairperson of a meeting. Otherwise, the members personally present at the meeting shall elect one of themselves to be the chairperson on a show of hands.
If a poll is demanded on the election of the Chairman, it shall be taken forthwith 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.
This is important to note, requirement of number of independent director on company board is depends upon status of chairperson as executive or non – executive. Where company want to reduce number of independent directors, article may name a person or better a position as a non – executive chairperson.
CIRCULATION OF MEMBERS’ RESOLUTION (SECTION 111):
A company shall on requisition in writing of requisitionists under section 100, give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting. The company shall also circulate any statement related to the proposed resolution or business to be dealt with at the meeting.
The company shall bound to give notice of resolution or circulate any statement only when –
(a) A copy of resolution signed by the requisitionists is deposited at the registered office of the company not less than six weeks before the meeting;
(b) A copy of statement signed by the requisitionists is deposit at the register office of the company not less than two weeks before the meeting.
The requisitionists shall also deposit or tendered with the requisition, a sum reasonably sufficient to meet the company’s expenses in giving effect thereto.
If, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called on a date within six weeks after the copy has been deposited, the copy, although not deposited within the time required by this sub-section, shall be deemed to have been properly deposited for the purposes thereof.
When not to circulate:
The company is not required to circulate any statement if, the Central Government by order declares that the right conferred under this section are being abused to secure needless publicity for defamatory matter. The Central Government may do so on application made either by the company or of any other person who claims to be aggrieved.
This order of Central government may also direct that the cost incurred by the company for moving this application shall be paid to the company by the requisitionists. The fact that requisitionists were not party to the application, has no relevance for this order requiring to pay the cost.
If any default is made in complying with the provisions of this section, the company and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees.
In next post, we will discuss other matters relating to voting and polls in meetings and thereafter minutes and report.
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- GENERAL MEETINGS (companies act, 2013) (aishmghrana.me)
- REGISTERS AND ANNUAL RETURN (Companies Act, 2013) (aishmghrana.me)