Page 196 - DCOM106_COMPANY_LAW

Unit 12: Company Meetings and Proceedings

2. Whether it is not obligatory to advertise notice of meetings in the newspapers: However, Notes
as an abundant precaution, the company may advertise in the newspapers to avoid objection
from such of the shareholders as reside outside India and who incidentally may not
receive the notices served through post.
3. Voting Rights of Members: It shall be determined as at the date of the meeting and not as
they would have been if the meeting had been held within the prescribed time.
4. Meeting Beyond Statutory Time: It cannot be said to be void or illegal. If the central
government does not extend the date of holding the AGM u/s 167, the directors shall be
subjected to increasing penalty but the meeting shall be a valid meeting. Otherwise, the
position in law would become impossible.
5. Power to Cancel or Postpone: The Board of directors has the power to cancel or postpone
a meeting convened, though it cannot be exercised except for bona fide and proper reasons.

Task A company served a notice of a general meeting to its members. The notice stated
that a resolution to increase the share capital of the company would be considered at such
meeting. A shareholder complains that the amount of the proposed increase was not
specified in the notice. Is the notice valid?

Self Assessment

Fill in the blanks:
1. .............................. is required to be held only by a public company having a share capital.
2. In statutory meeting the Board of directors should also get a report, called the
................................
3. The statutory report is required to be certified as correct by at least two directors, one of
whom shall be the managing director, and other ..................................
4. .................................. meeting must be held in each calendar year and not more than fifteen
months shall elapse between two meetings.

12.3 Extraordinary Meeting (EGM) (S.169)

Every general meeting (i.e. meeting of members of the company) other than the statutory
meeting and the annual general meeting or any adjournment thereof, is an extraordinary general
meeting. Such meeting is usually called by the Board of Directors for some urgent business
which cannot wait to be decided till the next AGM. Every business transacted at such a meeting
is special business. An explanatory statement of the special business must also accompany the
notice calling the meeting. The notice should also give the nature and extent of the interest of the
directors or manager in the special business, as also the extent of the shareholding interest in the
company of every such person. In case approval of any document has to be done by the members
at the meeting, the notice must also state that the document would be available for inspection at
the Registered Office of the company during the specified dates and timings.
The Articles of Association of a Company may contain provisions for convening an extraordinary
general meeting. E.g., it may provide that “the board may, whenever it thinks fit, call an
extraordinary general meeting” or it may provide that “if at any time there are not within India,
directors capable of acting who are sufficient in number to form a quorum, any director or any
two members of the company may call an extraordinary general meeting”.

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