Corporate Law Annual General Meeting (Sec 96)

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Questions and Answers

What is the maximum time allowed between two annual general meetings of a company?

18 months

12 months

15 months (correct)

24 months

When must the first annual general meeting of a company be held after the end of its first financial year?

Within 6 months

Within the year of incorporation

Within 9 months (correct)

Within 12 months

Which of the following is NOT a condition for holding an annual general meeting?

Requires a majority of members present (correct)

Cannot be held on a holiday

Must take place at the registered office

Meeting must be held during business hours

What is required from requisitionists for calling an extraordinary general meeting in a company with share capital?

At least 10% of the paid-up share capital Signup and view all the answers

When can the registrar extend the time for holding an annual general meeting?

By a period not exceeding 3 months Signup and view all the answers

How many meetings of the board of directors must be held each year at a minimum?

Four meetings Signup and view all the answers

What is the minimum notice period required to call a meeting of the board of directors?

7 days Signup and view all the answers

What is the minimum percentage of voting power needed for members in a company without share capital to requisition an extraordinary general meeting?

10% Signup and view all the answers

What must happen if an independent director is absent from a meeting called on shorter notice?

Decisions are to be ratified by the board later Signup and view all the answers

Which of the following statements about annual general meetings is false?

They can be held on national holidays. Signup and view all the answers

Under what condition may a board meeting be called at shorter notice?

Presence of at least one independent director Signup and view all the answers

What must be done with any expenses incurred by requisitionists in calling a meeting?

They must be reimbursed by the company Signup and view all the answers

What is the maximum interval allowed between two consecutive board meetings?

120 days Signup and view all the answers

What method of participation is permissible for directors in a board meeting?

In person or through audio-visual means Signup and view all the answers

What is a member entitled to do at a company meeting according to the content?

Appoint multiple proxies to attend and vote Signup and view all the answers

What must the instrument appointing a proxy include to be valid?

It must be signed by the appointor or their authorized attorney Signup and view all the answers

What is the consequence for an officer of a company who defaults in complying with the proxy appointment notice requirement?

They shall be punishable with a fine up to 5000 rupees Signup and view all the answers

What is the time frame within which a member can inspect the lodged proxies?

24 hours before and until the conclusion of the meeting Signup and view all the answers

What happens if a proxy instrument fails to comply with special requirements set by the company's articles?

It can still be accepted if it is in the prescribed form Signup and view all the answers

What is the penalty for an officer of the company who fails to give notice under the specified section?

25000 RS Signup and view all the answers

What is the minimum requirement for a One Person Company to comply with the provisions regarding board meetings?

At least one meeting in each half of the year Signup and view all the answers

Which scenario represents a valid quorum for a board meeting?

1/3 of total strength of the board or two directors, whichever is higher Signup and view all the answers

What happens if the number of interested directors exceeds 2/3 of the board?

The quorum requires at least two non-interested directors to be present Signup and view all the answers

What type of meetings are class meetings?

Meetings held by shareholders of a particular class of shares Signup and view all the answers

What is required for altering the rights of a particular class of shareholders?

Approval by a special resolution in a class meeting Signup and view all the answers

Who has the right to attend and vote at a class meeting?

Only shareholders of the specific class convening the meeting Signup and view all the answers

Which statement regarding meetings of debenture holders is correct?

They are held to modify the rights of debenture holders of a specific class Signup and view all the answers

What is the minimum notice period required for an adjourned meeting?

3 days Signup and view all the answers

In the absence of a quorum at an adjourned meeting, who constitutes the quorum?

Members present Signup and view all the answers

What must be recorded in the minutes of meetings according to the regulations?

Names of dissenting directors Signup and view all the answers

Which of the following matters is excluded from the meeting minutes?

Defamatory remarks Signup and view all the answers

What penalty does a company face for non-compliance with meeting provisions?

25000 Rupees Signup and view all the answers

Under what condition is a member entitled to appoint a proxy?

If they are unable to attend in person Signup and view all the answers

What restriction is placed on proxies during a company meeting?

They cannot speak at the meeting Signup and view all the answers

What is the maximum number of members a proxy can act on behalf of?

50 members Signup and view all the answers

Study Notes

Annual General Meeting (Section 96)

All companies (except one-person companies) must hold an Annual General Meeting (AGM) each year.
A maximum of 15 months may elapse between two AGMs.
The first AGM must occur within 9 months of the end of the first financial year.
Subsequent AGMs must be held within 6 months of the financial year-end.
If the first AGM is held as stipulated, no AGM is necessary in the incorporation year.
The Registrar may extend the time for holding any AGM (excluding the first) by up to 3 months for special reasons.
AGMs are to be scheduled during business hours (9 AM to 6 PM) on non-national holidays.
Meetings must take place at the registered office or within the same city, town, or village.

Extraordinary General Meeting (Section 100)

The board can call an Extraordinary General Meeting (EGM) when deemed necessary.
A valid requisition by shareholders can force the board to call an EGM.
For companies with share capital, requisitionists must hold at least one-tenth of the paid-up share capital.
For companies without share capital, requisitionists must represent one-tenth of total voting power.
Requisitions must detail the matters for consideration and be sent to the registered office.
If the board does not call a meeting within 21 days of receiving a valid request, requisitionists can call the meeting within three months.
Any expenses incurred by requisitionists are reimbursable by the company and may be deducted from director fees for those in default.

Meetings of Board (Section 173)

The first board meeting must occur within 30 days of incorporation, with at least four meetings conducted yearly.
No more than 120 days should pass between any two consecutive board meetings.
Central Government may exempt specific types of companies from these provisions.
Directors can participate in meetings via video conferencing, which must record attendance and proceedings.
A minimum of 7 days' written notice is required for all board meetings, with short notice permissible for urgent matters.
For meetings held at short notice, at least one independent director must be present.
Non-compliance with notice requirements incurs penalties for officers responsible.

Quorum for Meetings of Board (Section 174)

Quorum for board meetings is one-third of total strength or two directors, whichever is higher.
Video-conference participation counts towards quorum.
Continuing directors may act despite a vacancy but must increase director numbers to meet quorum.
If interested directors exceed two-thirds of the board, the quorum consists of two non-interested directors present.

Class Meetings

Class meetings are held by shareholders of a specific class of shares (e.g., preference shareholders).
Required for changes affecting the rights of a class of shareholders.
Separate approval from other classes through a special resolution is necessary before changes can be made.

Meetings of Debenture Holders

Conducted by debenture holders of a specific class with at least 3 days' notice for adjourned meetings or changes in meeting details.
Quorum at adjourned meetings consists of members present if initial quorum is not achieved in half an hour.

Chairman of Meetings (Section 104) & Minutes of Meetings (Section 118)

Minutes must list present directors and dissenting votes on resolutions.
Defamatory, irrelevant, or detrimental content may be omitted from minutes.
Non-compliance with minutes regulation incurs penalties for the company and responsible officers.

Proxies (Section 105)

Members can appoint proxies to attend and vote at meetings on their behalf, but proxies cannot speak unless permitted.
Proxies can represent up to fifty members and their shares, unless articles specify otherwise.
Companies must state the right to appoint proxies in meeting notices.
Non-compliance with proxy regulations incurs penalties for defaulting officers.
Proxies must be in writing, signed by the appointor or their attorney.
Members may inspect lodged proxies 24 hours before the meeting with prior notice.

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Description

This quiz covers the requirements for holding an Annual General Meeting (AGM) as stated in Section 96 of corporate law. Understand the timelines and obligations companies must adhere to regarding AGMs, ensuring compliance with legal norms. Test your knowledge on the rules governing AGMs and their importance in corporate governance.