Page 325 - DMGT407Corporate and Business Laws

Corporate and Business Laws

Notes any resolution passed by means of a postal ballot, instead of transacting the business in
general meeting of the company.
2. Where a company decides to pass any resolution by resorting to postal ballot, it shall send
a notice to all the shareholders, along with a draft resolution explaining the reasons
therefore and requesting them to send their assent or dissent in writing on a postal ballot
within a period of 30 days from the date of posting of the letter.
3. The notice shall be sent by registered post acknowledgement due, or by any other method
as may be prescribed by the Central Government in this behalf and shall include with the
notice, a postage prepaid envelope for facilitating the communication of the assent or
dissent of the shareholder to the resolution within the said period.
4. 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 covered in that
behalf.
5. If a shareholder sends under (2) 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 identify 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.
6. If a default is made in complying with provisions in (1) to (4), 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.

13.5.5 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:
1. The requisition must have been signed by at least: (a) members having 1/20th is to be at
one place 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.
2. 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.
3. The statement to be circulated does not contain more than 1000 words.
4. The requisitions must have deposited with the company a sum reasonably sufficient to
meet the expense of the requisition.
Exceptions. Section 188 authorises a company not to circulate a resolution or statement of the
requisition in the following cases: (a) The CLB, on the application of the company or any other
aggrieved party, is satisfied that the rights so conferred are being abused to secure needless
publicity for defamatory matters. (b) The Board of Directors of a banking company considers
that the circulation of the statement would injure the interests of the company.

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