Page 215 - DCOM404_CORPORATE_LEGAL_FRAMEWORK

Corporate Legal Framework

Notes The requisitioned meeting must be held within 3 months of the date of the deposit of the
requisition. Further, where two or more persons hold any shares or interest in an company
jointly, a requisition, or a notice calling a meeting, signed by one or some only of them shall,
for the purposes of this section, have the same force and effect as if it had been signed by all of
them.
Any reasonable expenses incurred by the requisitionists, as aforesaid, shall be repaid to them by
the company and the same shall be recouped from directors at fault.
Meeting by the requisitionists must be held in the same manner as nearly as possible, in which
the meetings are to be called by the Board. However, where the registered office is not made

available to them for holding the meeting, they may hold the meeting elsewhere [R. Chettair v. M.
Chettair (1951) 21 Comp. Cas. 93].

Powers of the Company Law Board (s.186). If for any reason it is impracticable to call a meeting
of the company, other than an AGM, the Company Law Board may direct the calling of the
meeting: (a) on its own motion; (b) on an application of any director; (c) on an application of any
member entitled to vote at that meeting.
For the aforesaid meeting, the Company Law Board may give directions in respect of the place,
date and the manner in which the meeting be held and conducted. It may also give such ancilliary
or consequential directions as it thinks expedient, including a direction that one member present
in person or proxy shall be deemed to constitute a meeting.

10.4.2 Class Meetings (S. 107)

When it is proposed to alter, vary or affect the rights of particular class of shareholders (e.g.,
where accumulated dividends on cumulative preference shares is to be cancelled) and it is not
possible to obtain the consent in writing, of the holders of 3/4th of the issued shares of that class,
a meeting of the holders of those shares may be called. Such a meeting is commonly known as a
‘class meeting’. It should be noted that all resolutions in a class meeting must be passed as special
resolutions.
The holders of at least 10 percent of the issued shares of that class who did not consent in favour of
the resolution may apply to the Court within 21 days to have the resolution cancelled and where
such application is made, the resolution shall not have effect unless and until it is confi rmed by
the Court.

10.4.3 Point of Order

A point of order deals with the conduct or procedure of the meeting. The chairman has to give his
ruling or decision on a point of order at once. His ruling on any matter of procedure is fi nal.

10.4.4 Minutes of Proceedings of Meeting

Minutes are a record of business transacted at meetings. Every organisation must keep minutes
containing a fair and correct summary of all proceedings of general meetings of members and of
Management Committee. It is the duty of the secretary to make this record.
After the meeting is over or as soon thereafter as possible, whilst the proceedings are still fresh
in mind, the secretary should proceed to draft the minutes of the meeting. Each minute entered
on the minute book should be consecutively numbered, abbreviated in the margin and indexed.
They must be written in the order in which the business was transacted at the meeting. Minutes
may be recorded either in the form of narration or conclusions. In the latter case, only conclusions
in the form of resolutions passed are recorded. The practice is to have conclusions only. Details
of the actual discussion and irrelevant talks should be omitted. The minutes should be clear,

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