Tag Archives: Members and Shareholders

Shareholders in General Meeting


To be legally correct I will say, all Members of a company may attend a General Meeting including the Annual General Meeting of a company. I will discuss, related aspects in brief.

Member

In legal terminology Section 2(55) of the Companies Act, 2013 defines the term member:

“member”, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become a member of the company, and on its registration, shall be entered as a member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository.”

Members are those shareholders who got shares registered in their name.

A shareholder, who has recently purchased, inherited or received a gift of shares of a company may not become shareholders unless shares are registered in its name. Likewise, a member who has recently sold, died or given a gift of shares may continue as members til such shares are registered in the name of another person.

Please note in case of de-materialised shares, such registration happened immediately.

Notice of (Annual) General Meeting

According to Section 101(3)(a) of the Act, the notice of every meeting of the company shall be given to every member of the company, legal representative of any deceased member or the assignee of an insolvent member.

Quorum

Normally the quorum of a general meeting:

(a) in case of a public company,—

(i) five members personally present if the number of members as on the date of the meeting is not more than one thousand;

(ii) fifteen members personally present if the number of members as on the date of the meeting is more than one thousand but up to five thousand;

(iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;

(b) in the case of a private company, two members personally present shall be the quorum for a meeting of the company.

There is no discrimination among member, who may present. Every member person who received the notice of a general meeting may attend it.

Voting

In normal circumstances, only members who are equity shareholder may vote as per defined voting rights. According to Section 47(1)(a) of the Act, every member of a company limited by shares and holding equity share capital therein, shall have a right to vote on every resolution placed before the company. Presently, it is possible to have different classes of equity shareholders with differential voting rights.

Members, who are preference shareholders may vote in certain circumstances only. Every member of a company limited by shares and holding any preference share capital therein shall, in respect of such capital, have a right to vote only on resolutions placed before the company which directly affect the rights attached to his preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the company. Where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

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Notification of Sections Relevant for NCLT


Yesterday late evening, I posted here about press release issued by Ministry of Corporate Affairs. Soon thereafter, two files uploaded on Official Gazette website with two notifications in each. In earlier post here today, we discussed establishment and jurisdiction of various NCLT benches.

In this post, we will have a bird’s eye view on Sections notified on 1st June 2016 related to NCLT.

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Statement on Annual Return by company Secretary


Under Section 92 of the Companies Act, 2013, every company shall prepare annual return in the prescribed form and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

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OPPRESSION & MISMANAGEMENT UNDER COMPANIES ACT 2013


UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).

Class Action is one of the youngest additions to Indian jurisprudence particularly, in Indian Corporate Jurisprudence. Class Action aims to prevent Oppression and Mismanagement in Companies. The Provisions relating to Oppression and Mismanagement are in Chapter XVI of the Companies Bill, 2012.

In this post, I will cover Section 241 – 244 which deals with normal provisions.

In next post, I will discuss Section 245 dealing with Class Action and after that Section 246 read with Section 373 to 341.

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SHAREHOLDERS’ DUTY OF NOT TO ASK


I have a small piece in 109th edition of the e-Magazine from ICSI Mysore Chapter “Shareholders’ duty of to ask” I am thankful to my friends Ms. K  Sarina Chouta Harish and Mr. Dattatri H M who made great afforts for editorial inputs. Here is full piece:

We are living in an era of corporate governance but who is really interested in it! All efforts by the corporate governance are directed at bringing more transparency to the stakeholders for enabling their participation in decision-making process. If that be the case on one hand, on the other, the age-old concept of fiduciary relationship of board of directors, our law and law enforcement agencies render protection to the right of the board of directors to maintain complete secrecy of its decision-making. I am afraid; something is wrongly settled as law. There has to be a reality check…..

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