MANAGEMENT AND ADMINISTRATION [LAW]

Form No. MGT-12

Format of polling paper for voting by means of poll

Form No. MGT-4

Decleration filed by the registered owner with the company specifying:

Name and other particulars of the person who hold the beneficial interest in such shares

Form No. MGT-11

Appointment of Proxy

RULE 21 of Companies (Management and Administration) Rules, 2014

It’s the procedure about how the chairman gets the poll process scrutinized.

RULE 22 of Companies (Management and Administration) Rules 2013

Manner in which, postal ballot should be conducted.

SECTION 92 (1) – Contents of Annual Return

Every company shall prepare an Annual Return as on the close of the financial year, containing the following particulars as they stood on that date:

1. REGISTERED OFFICE INFO

– Address of registered office, principal business activities,

– Details of holding, subsidiary, and associate companies

2. SHARE CAPITAL AND DEBENTURES DETAILS

– Composition of shares, debentures, other securities

– Shareholding pattern

3. MEMBERS AND DEBENTURE HOLDERS

– Details of members and debenture-holders, including changes since previous FY close

4. PROMOTERS, DIRECTORS, KMPS

– Names & details, including changes during the year

5. MEETINGS

– Number of Board / Member / Committee meetings held

– Attendance details

6. REMUNERATION

– Of Directors and KMPs

7. PENALTIES AND PUNSIHMENTS

– Details of penalties or punishments imposed

– Compounding of offences

– Appeals made

8. CERTIFICATION OF COMPLIANCES

– In respect of shares held by or on behalf of Foreign Institutional Investors (FIIs)

9. DISCLOSURES

– As may be prescribed

SECTION 94(2) – INSPECTION OF REGISTERS

• Registers, thier indices and copies of annual returns, except when they are closed, shall be open for inspection during business hours, at such reasonable time, on every working day:

• For members, deb holder, other secs holder – free of charge.

• For others – on payment, fee to be as per AoA, not exceeding ₹50 per inspection.

• Inspection time – at least 2 hours per working day

SECTION 102 - Explanatory Statement to be Annexed to Notice

WHEN REQUIRED?:

• An Explanatory Statement must be attached when a special business is to be transacted at a general meeting.

CONTENT OF THE EXPLANATORY STATEMENT:

1. Nature of Concern or Interest:

• In respect of:

• Every director

• Every key managerial personnel

• Relatives of the persons mentioned above

2. Type of Interest:

• Whether financial or otherwise

3. Other Information:

• Any other information and facts

• Includes meaning, scope, and implications

• Helps members to understand the items of business

• Assists in taking decision thereon

PURPOSE:

• To provide clarity to members so they can make informed decisions during the general meeting

SECTION 103 – QUORUM

FOR PUBLIC COMPANY

• If number of members ≤ 1000:

Quorum = 5 members personally present

• If number of members > 1000 but ≤ 5000:

Quorum = 15 members personally present

• If number of members > 5000:

Quorum = 30 members personally present

FOR PRIVATE COMPANY

• Quorum = 2 members personally presen

Section 111 – Circulation of Members’ Resolution

1) Prerequisites for Valid Requisition Must be in writing and signed

2) ELIGIBILITY:

• Co. with share capital: Requisitionists must hold ≥ 1/10th of paid-up share capital with voting rights.

• Co. without share capital: Requisitionists must represent ≥ 1/10th of total voting power

3) COPIES:

At least 2 or more copies, signed by all requisitionists.

4) TIME LIMITS:

• If requisition requires notice of resolution: Must be deposited ≥ 6 weeks before meeting.

• In other cases: Must be deposited ≥ 2 weeks before meeting

5) EXPENSE AMOUNT:

A reasonable sum to cover company’s expenses in giving effect to the resolution must be deposited or tendered.

6) RELAXATION:

Time limits above need not apply if AGM is to be held within 6 weeks of requisition

SECTION 121 - REPORT ON AGM (WHO SHOULD SIGN IT?)

DATED AND SIGNED BY:

Chairman of the meeting

IN CASE OF HIS INABILITY

By 2 directors [one of whom should be an MD if any] and the company secretary, if any.