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Company Law
Notes (iv) If a resolution is assented to by a requisite majority of the shareholders by means of postal
ballot, it shall be deemed to have been duly passed at a general meeting convened in that
behalf.
(v) If a shareholder sends under (ii) above his assent or dissent in writing on a postal ballot
and thereafter any person fraudulently defaces or destroys the ballot paper or declaration
of identity of the shareholder, such person shall be punishable with imprisonment for a
term which may extend to 6 months or with fine or with both.
(vi) If a default is made in complying with provisions in (i) to (iv), the company and every
officer of the company, who is in default shall be punishable with fine which may extend
to 50,000 in respect of each such default.
12.6.5 Circulation of Members’ Resolution (s.188)
When some members of a company want (i) to propose a resolution at the company’s next AGM;
or (ii) desire to circulate to members any statement with respect to the matter referred to in any
proposed resolution or any business to be dealt with at any general meeting, the Act allows
them to use the administrative machinery of the company for the purpose.
If the requisite number of members make a requisition as aforesaid, the company shall be
bound to: (i) give a notice of the resolution intended to be moved at the next AGM; (ii) circulate
the statement among the members entitled to notice of any general meeting. However, before
the obligation of the company in respect of the above may arise, the following conditions shall
have to be satisfied:
The requisition must have been signed by at least: (a) members having 1/20th of the total
voting rights of all the members having the right to vote on the resolution; or (b) members,
numbering 100 (having the right to vote at the resolution) and commanding a paid-up
share capital of 1 lakh or more.
The requisition must have been deposited at the registered office of the company: (a) at
least 6 weeks before the meeting in case of a requisition requiring notice of a resolution;
and (b) at least 2 weeks before the meeting in case of any other requisition.
The statement to be circulated should not contain more than 1000 words.
The requisitionists must have deposited with the company a sum reasonably sufficient to
meet the expense of the requisition.
Self Assessment
State whether the following statements are true or false:
11. Every Public Limited Company having a share capital must hold a statutory meeting.
12. A company required to hold a statutory meeting must hold the meeting within one month
of obtaining the certificate to commence business.
13. The first AGM of a company must be held within 18 months of the date of incorporation.
14. If a company fails to call or hold an AGM within the prescribed time, the central government
may direct the calling and holding of the meeting on a petition of any member.
15. The statutory report is required to be certified as correct by at least two directors, one of
whom shall be the managing director, if any.
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