CHAPTER CHAPTER VII CHAPTER CHAPTER VII VII VII MANAGEMENT AND - - PowerPoint PPT Presentation

CHAPTER CHAPTER VII VII CHAPTER CHAPTER –VII VII MANAGEMENT AND MANAGEMENT AND ADMINISTRATION ADMINISTRATION OF OF OF OF THE COMPANIES ACT, 2013 THE COMPANIES ACT, 2013 (SECTION 88 TO 122) (SECTION 88 TO 122)

Presentation By: Presentation By: CS Manoj R. Hurkat CS Manoj R. Hurkat CS Manoj R. Hurkat CS Manoj R. Hurkat

Prepared by: CS Manoj R. Hurkat

Register of Members (S: 88)(R : 3 to 8) Register of Members (S: 88)(R : 3 to 8)

Register of Members shall be maintained in Form “MGT

• 1”

Register of members shall indicate separately equity and Register of members shall indicate separately equity and

preference shares held by a each member and residing in and

• utside India.

Existing Companies shall compile particulars within 6 months. Register of Debenture Holders shall be maintained in Form

“MGT 2” “MGT – 2”.

Register of any other security holders shall be maintained in

Form “MGT – 2”.

Maintenance of Index is not necessary in case the number of

members are less than fifty.

Prepared by: CS Manoj R. Hurkat

Entry in the Register shall be made within 7 days. Entry to be made within 15 days in the following

Entry to be made within 15 days in the following cases

• In case of listed companies any pledge/lien/ charge/hypothecation

created b the r m ters f their n shares; created by the promoters of their own shares;

• If promoters create any pledge/lien/charge/hypothecation of securities
• f listed company in connection with the joint venture company of

h li t d such listed company;

Entry also to be made where any change occurs in the status

• f members or any other security holders.

y y

Authentication of entries made

• Entries made in the registers maintained (also the foreign register) shall

be authenticated by the Company Secretary or any other person be authenticated by the Company Secretary or any other person authorized by the Board by appending his signature to each entry

• Date of Board resolution authorizing the same shall be mentioned.

Prepared by: CS Manoj R. Hurkat

Foreign Register Foreign Register

If authorised by its articles company may maintain a foreign

register regarding members or other security holders residing register regarding members or other security holders residing

• utside India.

Company shall within 30 days of opening a foreign register or

its discontinuance shall file a register with the Registrar. (Form No. MGT

• 3)

Entry made in foreign register shall be transmitted to principal Entry made in foreign register shall be transmitted to principal

register within 15 days.

Prepared by: CS Manoj R. Hurkat

Declaration in respect of beneficial Declaration in respect of beneficial f h (S 89) (R 9) f h (S 89) (R 9) interest of shares (S : 89) (R : 9) interest of shares (S : 89) (R : 9)

A beneficial owner shall file a declaration with the Company A beneficial owner shall file a declaration with the Company

in duplicate (in form “MGT

• 4) about his interest within 30

days of entering his name in the register or when any change i h i

• ccurs in the interest.

Any person who is exempted from above declaration shall

disclose his interest in form “MGT

• 5” within 30 days.

disclose his interest in form MGT5 within 30 days.

No right shall be enforceable w.r.t. shares for which no

declaration is filed.

Company shall file a return for such declaration to the

Registrar within 30 days of receipt of such declaration. (Form “MGT

• 6”)

(Form MGT6 )

Prepared by: CS Manoj R. Hurkat

Power to close register of members or Power to close register of members or d b t h ld th it d b t h ld th it debenture holders or other security debenture holders or other security holders (S : 91) (R : 10) holders (S : 91) (R : 10)

Book Closure period not to exceed 45 days in aggregate in

the year and not to exceed 30 days at one time.

Previous Notice of at least 7 days required;

(for Listed Company less than 7 days may be specified by SEBI) Ad i f B k Cl b bli h d i

Advertisement

for Book Closure to be published in newspaper (Vernacular and English)

Book Closure Notice to be published on website of the

• C osu e
• t ce to be pub s e
• webs te o t e

Company and the Website notified by Central Government.

Alternatively, Private Company may serve Book Closure

N i ll h b Notice on all the members.

Prepared by: CS Manoj R. Hurkat

Annual Return (S :92)(R : 11 & 12) Annual Return (S :92)(R : 11 & 12)

Every Company is required to prepare Annual Return (Form

“MGT

• 7”)

The following Additional information and new disclosures are

g required to be provided:-

• Details regarding Company’s Promoter or Director or any Changes therein since

g g p y y g close of last financial year.

• Details of Class meetings, Members meetings, Board meetings and Committee

meetings held during the year along with their attendance. meetings held during the year along with their attendance.

• Remuneration details of directors and KMP

Appeals made by company, Penalties or punishments imposed on the Company Di KMP

• r Directors or KMP;
• Details of Shares held by or on behalf of FII;
• Matters related to certification of compliances, disclosures as may be prescribed.

Prepared by: CS Manoj R. Hurkat

Extracts of annual return to be attached with Board’s Report

(Form “MGT9) (Form MGT

• 9)

Unlisted Company: The AR shall be signed by One

Unlisted Company: The AR shall be signed by One director along with the CS and if there is no CS then by the PCS. Li d C C i h ib d id

Listed Company or Company with prescribed paid

up capital of 10 crores or more or Company with turn over of fifty crore rupees or more: Shall also be y p certified by PCS in practice (Form “MGT

• 8”)

One Person Company and Small Company: Shall be

signed by CS or where there is no CS, by Director of the Company. p y

Prepared by: CS Manoj R. Hurkat

Failure to certify in conformity with the requirements of the clause: PCS shall be punishable with fine : Rs 50,000 – Rs. 5,00,000 P i f A l R d C i f h i

Preservation of Annual Return and Copies of their

annexure: for a period of 8 years from the date of filing with the registrar. g

Prepared by: CS Manoj R. Hurkat

Return to be filed with Registrar in case Return to be filed with Registrar in case ’ k h (S 93) (R 13) ’ k h (S 93) (R 13) promoter’s stake changes (S :93) (R : 13) promoter’s stake changes (S :93) (R : 13)

Every

Listed Companies shall file a return in Form “MGT

• 10” with the ROC for change of +2% either in value
• r in volume of shares held by the promoters and top ten
• r in volume of shares held by the promoters and top ten

shareholders of the company within 15 days from the date of such changes.

Prepared by: CS Manoj R. Hurkat

Place of keeping and inspection of Place of keeping and inspection of (S 94)(R 14 16) (S 94)(R 14 16) registers, returns (S :94)(R : 14 to 16) registers, returns (S :94)(R : 14 to 16)

The Registers and copies of Returns are required to be kept by the

Company at the Registered Office of the Company.

The Companies Act, 2013 permits the Company to keep its

The Companies Act, 2013 permits the Company to keep its registers or copies of returns at any other place in India other than the Registered Office in which more than 10 % shareholders reside at that place subject to approval of members by way of special resolution and ROC has been given a copy of such special resolution in advance at least 1 day before the general meeting in Form “MGT

• 14”

In addition to the right of inspection given to the members and

debenture holders, the security holders and beneficial owners can also now inspect the register without paying any fee.

Prepared by: CS Manoj R. Hurkat

Preservation of Registers and Returns

g

Register of members (also foreign register) shall be preserved

permanently and shall be kept in the custody of a Company Secretary or any other person authorized by the Board.

Register of debenture and other security holders shall be

preserved for a period of 8 years from the date of p p y redemption.

Prepared by: CS Manoj R. Hurkat

Annual General Meeting (S: 96) Annual General Meeting (S: 96)

Every Company other than OPC shall in each year hold Annual

General Meeting.

There shall be not more than 15 months gap between two AGM’s The first AGM shall be held within 9 months from the end of the

first financial year (E li i 18 h f h d f i i ) (Earlier it was 18 months from the date of incorporation)

• The AGM shall be called during business hours i.e., between 9:00 am

6 00 d h h N i l H lid h RO f h to 6:00 pm at any day other than National Holiday at the RO of the Company or any other place within the city, town or village in which RO of the Company is situated. (Earlier it was public holiday) (Earlier it was public holiday)

• The Central Government may exempt any Company form the

provisions of this sub-section subject to such conditions as may be provisions of this sub section subject to such conditions as may be prescribed.

Prepared by: CS Manoj R. Hurkat

Calling of Extra Ordinary General Calling of Extra Ordinary General M (S 100)(R 17) M (S 100)(R 17) Meeting (S: 100)(R : 17) Meeting (S: 100)(R : 17)

The board may, whenever deems fit, call an EGM for conducting

b i business.

On receipt of a requisition from members holding at least 1/10th

f th id it l / V ti th b d ll f

• f the paid up capital / Voting power, the board may call for an
• EGM. Requisition shall be in writing or through electronic mode

at least 21 days prior to the date of such proposed EGM.

A valid requisition shall require the company to call for an EGM

within 21 days from the requisition to a maximum of 45 days and if the company fails to hold the meeting after 45 days, the p y g y requisitionists may call and hold the meeting within 3 months.

The requisition should contain the matters to be transacted along

h h d d l h h EGM b h ld with the date, time and place where the EGM is to be held.

Prepared by: CS Manoj R. Hurkat

No explanatory statement is required to be annexed to the

notice at the meeting convened/ held by requisitionists and the reason for the resolution(s) can be explained at the meeting. meeting.

Requisitionists shall have a right to receive and the Company

is bound to give the list of members alongwith their d dd d b f h h ld f h registered address and number of shares held, if the meeting is not held within 45 days from the receipt of the requisition.

Notice of meeting shall be given by speed post, registered

post or through electronic means. Non-receipt of notice by a member shall not invalidate the meeting.

Prepared by: CS Manoj R. Hurkat

Notice of the Meeting (S :101) (R : 18) Notice of the Meeting (S :101) (R : 18) g ( ) ( ) g ( ) ( )

Notice of General Meeting shall be given to members at least

21 days prior to the date of General Meeting either in writing

• r through electronic mode.

Notice shall specify the date, day, time and place of meeting

and also shall contain the business to be transacted.

Notice can be given through electronic mode. The email shall be addressed to the person entitled to receive

the email the email.

Company shall provide opportunity at least once in a financial

year to the members to register their email with the company.

The subject line for the email should contain the name of the

company, the notice of the type of meeting and the date of p y, yp g the meeting

Prepared by: CS Manoj R. Hurkat

Company to maintain record of the number of emails sent,

i l di hi h b d hi “ f including any which may be resent and this amounts to “proof

• f sending”.

Company shall not be held responsible for any failure in

transmission of e-mail beyond its control.

Notice shall also be placed on the website of the Company. Accidental omission to give notice shall not invalidate the

proceedings of the meeting. proceedings of the meeting.

Prepared by: CS Manoj R. Hurkat

Statement to be annexed to notice Statement to be annexed to notice (S 102) (S 102) (S :102) (S :102)

Each item of special business to be transacted in the

General Meeting shall be annexed as a statement in the General Meeting shall be annexed as a statement in the notice

In case the general meeting is an AGM except for the

following all items will be considered as special business:

(i)

Consideration of financials statements and reports of the Board of directors and the auditors

(ii) Declaration of dividend (ii) Declaration of dividend (iii) Appointment of directors (iv) Determining the remuneration of the auditors ( )

g

Prepared by: CS Manoj R. Hurkat

Any related party matter shall also be set out in the

statement

The Company shall disclose in the Notice the time and

place, where the documents relating to the business transacted in the General Meeting can be inspected.

Any default in making a disclosure as per this section shall be

punishable with a fine of up to Rs. 50,000 or 5 times the benefit that accrues to such promoter, director, manager or

• ther KMP.

As per the Companies Act, 2013 benefits that might accrue

even to the KMP needs to be disclosed in the statement

Prepared by: CS Manoj R. Hurkat

Quorum of the Meeting (S :103) Quorum of the Meeting (S :103)

In Public company:

• 5 members present if the total members are below 1000,

15 members present if the total number of members are between 1000 to

• 15 members present if the total number of members are between 1000 to

5000,

• 30 members present if the total number of members are more than 5000.

In Private company: 2 members personally present Adjourned meeting: If the requisite quorum is not present within half-an-hour

f h i d i h i d dj d d h ll b h ld from the appointed time the meeting stands adjourned and shall be held on same day, next week at the same time and place.

Any change in the schedule of adjourned meeting at least 3 days notice is to

Any change in the schedule of adjourned meeting at least 3 days notice is to be provided (Either individually or publishing in newspaper at the place where the registered office of the Company is situated) A i iti d ti d S 100 h ll t d ll d if th i

A requisitioned meeting under Sec 100 shall stand cancelled if the quorum is

not present within half-an-hour from the appointed time.

Prepared by: CS Manoj R. Hurkat

Chairman of the Meeting (S:104) Chairman of the Meeting (S:104)

Unless the articles provide otherwise, the members present at

h i h ll l h i h l h the meeting shall elect a chairman among themselves on show

• f hands.

If a poll is demanded, the chairman elected on show of hands

shall continue until some other person is elected as Chairman from the result of poll, and such other person shall be the Chairman for the rest of the meeting.

Prepared by: CS Manoj R. Hurkat

Proxies (S:105) (R :19) Proxies (S:105) (R :19)

Any member of the Company entitled to attend and vote at the meeting shall be

entitled to appoint another person as proxy to attend and vote in the meeting.

Proxy can not speak in the meeting and can vote only if poll is demanded. One person cannot represent more than 50 members as proxy and not more than One person cannot represent more than 50 members as proxy and not more than

10 % of the total share capital of the Company.

A member carrying more than 10% voting right may appoint any person as proxy

b t s ch ers n shall n t act as r f r an ther ers n but such person shall not act as proxy for any other person.

A person who is a member of a charitable organization will not be entitled to

appoint another as a proxy unless such person is also a member in the company.

The instrument appointing a proxy shall be in writing and be signed by the

concerned party

The old act permitted voting by the proxy if the articles permitted it, has been

dispensed with in this Act.

Appointment of proxy shall be in Form “MGT

• 11”.

Prepared by: CS Manoj R. Hurkat

Restriction on voting rights (S :106) Restriction on voting rights (S :106) g g ( ) g g ( )

Articles may provide that voting rights cannot be exercised if

calls on the shares have not been paid or other sums calls on the shares have not been paid or other sums presently payable have not been paid.

No other restriction can be imposed for not casting a vote Power of the private company to restrict voting power in

case of shares or interests have not been held for a specific period has been dispensed with period has been dispensed with.

Prepared by: CS Manoj R. Hurkat

Voting by show of hands (S:107) Voting by show of hands (S:107)

Voting shall be by show of hands unless the requirement for a

ll i ll d i i i d l i ll poll is called or voting is carried out electronically as per Section 109 of the Act.

A declaration by the chairman and entry in the minutes book

is conclusive evidence of the passing of such resolution.

Prepared by: CS Manoj R. Hurkat

Voting through electronic means Voting through electronic means (S:108) (R : 20) (S:108) (R : 20) (S:108) (R : 20) (S:108) (R : 20)

Every listed Company or a Company with more than

1000 shareholders shall provide the option to members 1000 shareholders shall provide the option to members for an electronic voting in general meetings.

Company may pass any resolution through electronic

means.

Notice of the meeting shall specify that the company is

providing facility for voting through electronic means.

Notice shall also specify the time schedule and time

period during which the votes may be cast and also period during which the votes may be cast and also provide login ID and password.

Prepared by: CS Manoj R. Hurkat

A notice to be published atleast 5 days before the beginning of the

voting period, inVernacular and English newspaper

E-Voting shall be open for a period 1 to 3 days and shall be

completed three days prior to the general meeting. p y p g g

Scrutinizer appointed for the purpose of e-voting may be either

CA CS ICWA in practice or an Advocate who are not in CA, CS , ICWA in practice or an Advocate who are not in employment of the Company. At th d f th ti i d( t th th d f

At the end of the e-voting period(not more than three days from

the conclusion of e-voting) scrutinizer shall unblock the votes in presence of at least 2 witnesses not in the employment of the Company and make a report to the Chairman of the meeting Company and make a report to the Chairman of the meeting.

Results declared alongwith the report of scrutinizer shall be

l d t th b it f th C ithi 2 d f i f placed at the website of the Company within 2 days of passing of the resolution at the relevant general meeting of the Company.

Prepared by: CS Manoj R. Hurkat

Demand for poll (S : 109) (R : 21) Demand for poll (S : 109) (R : 21) p ( ) ( ) p ( ) ( )

Prior to declaration of results of any voting on any

resolution by show of hands a poll may be ordered by the resolution by show of hands, a poll may be ordered by the Chairman on his own motion or by the requisition of members present in person or in proxy having 1/10th of the t t l ti h ldi h f t l th R 5 total voting power or holding shares of not less than Rs. 5 lakhs or such higher amount in the paid up share capital of the company.

A poll for matters such as adjournment of meeting and

i f Ch i h ld b d k appointment

• f

a Chairman should be undertaken

• immediately. Polls for other matters need to be taken within

a period of 48 hrs from the time the demand was made. p

Prepared by: CS Manoj R. Hurkat

The chairman shall appoint such number of persons as

i i h h ll h ll d f ili scrutinizer, who shall have all documents necessary to facilitate a valid poll.

Polling paper shall be in Form “MGT

• 12”

Scrutinizers report shall be submitted to the Chairman within

7 days in Form “MGT

• 13” and the Chairman shall counter-sign

the report the report.

Prepared by: CS Manoj R. Hurkat

Postal Ballot (S :110) (R : 22) Postal Ballot (S :110) (R : 22)

This Section applies to all the Companies ( Other than

Companies having upto 200 members) p g p )

The Company shall send notice to all the shareholders

alongwith draft resolutions to send their assent or a dissent in alongwith draft resolutions to send their assent or a dissent in writing on a postal ballot within the period of 30 days.

The notice that is sent shall include a pre-paid envelope for

facilitating the communication.

Advertisement will be sent out in an English and a vernacular

newspaper containing all relevant information about having dispatched the postal ballot dispatched the postal ballot

Prepared by: CS Manoj R. Hurkat

A notice of the ballot shall also be place on the website of the

company till the last date of voting. company till the last date of voting.

The Board of Directors shall appoint one scrutinizer, who is

pp not in employment of the Company to validate and report out the findings of the ballot.

The Scrutinizer shall submit the report within 7 days from the The Scrutinizer shall submit the report within 7 days from the

last date of receipt of postal ballots.

Results shall be declared by placing the scrutinizers report on

the website of the Company.

Prepared by: CS Manoj R. Hurkat

Following transactions to be transacted only by means of voting

through a postal ballot:- Alteration in the object clause of the memorandum of the

• Alteration in the object clause of the memorandum of the

Company.

• Alteration in articles of a company for conversion into a private

company. company.

• Change in the registered office of the Company.
• Change in the object for which money had been raised from

public and still has any unutilized amount out of the money so p y y raised

• Issue of shares with differential voting rights
• Variation in rights of class of shares, debentures or other

g , securities.

• Buy back of shares
• Election of a director under section 151 (director elected by small

( y shareholders)

• Sale of the whole or substantially the whole of the undertaking of

the Company G / / f

• Giving loan/guarantee/security in excess of limit under section

186.

Prepared by: CS Manoj R. Hurkat

Circulation of members’ resolution Circulation of members’ resolution (S 111) (S 111) (S : 111) (S : 111)

Company shall on requisition in writing for a meeting by such

number of members holding 10% or more of the paid up number of members holding 10% or more of the paid up capital, give a notice to the members of any such resolution and circulate any statement with respect to the matters referred in the proposed resolution referred in the proposed resolution.

The Company shall not be bound to give notice of resolution

p y g

• r circulation of statement unless a copy of the requisition

which is duly executed has been deposited prior to 6 weeks before the meeting where notice is to be given and in all other g g cases 2 weeks before the meeting.

The restrictions imposed on the number of words that can be The restrictions imposed on the number of words that can be

captured in the circular resolution has been dispensed with.

Prepared by: CS Manoj R. Hurkat

Representation of the President and Representation of the President and G (SEC G (SEC 112) 112) Governor (SEC Governor (SEC-112) 112)

The President of India or the Governor of State may appoint

y pp such person as representative at the meeting and to exercise his rights including voting by proxy and postal ballot.

Prepared by: CS Manoj R. Hurkat

Representation of Corporations at Representation of Corporations at Meeting of Companies and of Creditors Meeting of Companies and of Creditors Meeting of Companies and of Creditors Meeting of Companies and of Creditors (S :113) (S :113)

A body corporate if it is a member, by way of a resolution may

authorize such person to be representative at the meeting including performing all such acts as on behalf of the body including performing all such acts as on behalf of the body corporate.

If body corporate is a creditor may appoint any person as

y p y pp y p representative by way of passing Board resolution to attend the meeting of creditors of the Company.

Prepared by: CS Manoj R. Hurkat

Ordinary and Special Resolution Ordinary and Special Resolution (S :114) (S :114) (S :114) (S :114)

Under the new Act ordinary and special resolutions may be

d h h i passed through e-voting.

Prepared by: CS Manoj R. Hurkat

Special Notice (S :115) (R : 23) Special Notice (S :115) (R : 23) p ( ) ( ) p ( ) ( )

A special notice shall be signed individually or collectively by

h b f b h ldi l h 1% f h such number of members holding not less than 1% of the total voting power or holding shares of not less than Rs. 5 Lakhs of the total paid up capital of the Company as on the p p p p y date of notice.

Such notice shall be sent not earlier than 3 months and at

least 14 days prior from the date of the meeting.

Company shall at least 7 clear days before the meeting send

the notice to the members, otherwise publish in the newspaper.

Prepared by: CS Manoj R. Hurkat

Resolutions passed at adjourned meeting Resolutions passed at adjourned meeting (S 116) (S 116) (S :116) (S :116)

Resolutions passed at the adjourned meeting of Board of

p j g Director or General Meeting or Creditors meeting, shall deemed to be passed at that meeting as opposed to the

• riginal date
• riginal date

Prepared by: CS Manoj R. Hurkat

Resolutions and agreements to be filed Resolutions and agreements to be filed (S 117) ( R 24) (S 117) ( R 24) (S :117) ( R : 24) (S :117) ( R : 24)

Copies of every resolution and agreement as specified shall be

f l d h h ROC h 30 d F “MGT14” filed with the ROC within 30 days in Form “MGT

• 14”

Other than the resolutions that have been prescribed in the

p

• ld act the following new resolutions need to be filed with the

ROC:

i.

To make calls on shareholders for amounts unpaid p

ii.

Authorizing the buy back of securities

iii.

Issue securities including debentures whether in or outside India

iv.

To borrow money

v.

Invest the funds of the company

Prepared by: CS Manoj R. Hurkat

vi

To grant loans or give guarantee or provide security in

vi.

To grant loans or give guarantee or provide security in respect of loans

vii.

Financial statement and the Board report

• viii. Diversify the business of the company

ix.

To approve amalgamation, merger or reconstruction

x.

To take over a company or acquire controlling or substantial stake

• All such resolutions need to be filed within the specified

period along with the applicable fees

• Any default in complying with this section shall be

i h bl ith fi i f R 5 L kh t 25 L kh punishable with fine ranging from Rs. 5 Lakhs to 25 Lakhs

Prepared by: CS Manoj R. Hurkat

Minutes of proceedings General Meeting, Board Minutes of proceedings General Meeting, Board Meeting or other meetings or resolution passed Meeting or other meetings or resolution passed h h l b ll (S 118) (R 25) h h l b ll (S 118) (R 25) through postal ballot(S:118) (R : 25) through postal ballot(S:118) (R : 25)

Minutes of all meetings shall be recorded including for each

l f h d l i h d b l b ll class of shares and resolutions that are passed by postal ballot

Minutes

book to be separately maintained for general

Minutes

book to be separately maintained for general meetings, meetings of the creditors, meetings of the board of directors and any committee of the board

Minutes to be maintained according to the Secretarial standard

and shall be recorded in the relevant book within 30 days from and shall be recorded in the relevant book within 30 days from the close of the said meeting

Prepared by: CS Manoj R. Hurkat

Each page of every minute book shall be initialed or signed

and the last page shall be signed by the chairman of the BM, and the last page shall be signed by the chairman of the BM, general meeting or the presiding chairman during the postal ballot

The Minutes book of the General, Board or Committee

meetings shall be preserved permanently and kept in the d f h C S D custody of the Company Secretary or any Director authorised by the Board.

Penalty of Rs. 25,000 shall be payable by the company and

every defaulting office of the company every defaulting office of the company

Tampering of the minutes will lead to imprisonment of the

p g p said person for a term which may extend up to 2 years

Prepared by: CS Manoj R. Hurkat

Inspection of minute Inspection of minute-

• books of General

books of General M i (S 119) (R 26) M i (S 119) (R 26) Meeting (S :119) (R : 26) Meeting (S :119) (R : 26)

Minutes for the general meeting shall be kept in the registered

g g p g

• ffice and available for inspection during business hours .

A member on furnishing a request will receive a copy within 7

days, the fees to be paid shall not exceed Rs.10 per page

A default herein shall lead to a penalty of Rs. 25,000

Prepared by: CS Manoj R. Hurkat

Maintenance and inspection of Maintenance and inspection of documents in electronic form (S:120)(R : documents in electronic form (S:120)(R : documents in electronic form (S:120)(R : documents in electronic form (S:120)(R : 27 to 29) 27 to 29)

Applies to listed companies and companies with not less than

1000 shareholders, debenture holders and other security holders.

Existing Companies are provided 6 months time for converting

the physical data into electronic mode. p y

Records should be maintained such that it can be printed,

retrievable, digitally executable. , g y

Records, once dated and signed digitally, shall not be capable of

being edited or altered being edited or altered.

Prepared by: CS Manoj R. Hurkat

Security of the records is entrusted to the director company Security of the records is entrusted to the director, company

secretary

Adequate security processes should be in place to ensure that

the records cannot be tampered.

Prepared by: CS Manoj R. Hurkat

Report on AGM (S :121)(R : 31) Report on AGM (S :121)(R : 31)

Listed Companies shall prepare a report

• n each AGM including

confirmation to the effect that it was convened, held and conducted th i i f th A t d th R l as per the provisions of the Act and the Rules.

Within 30 days the company shall file the AGM documents with the

ROC

The report is in addition to the minutes for the AGM.

The report is in addition to the minutes for the AGM.

The report is to be signed and dated by the chairman or any two

• ther directors one of whom is the managing director.

Report shall contain fair and correct summary of the proceedings. Copy of the report shall be filed in Form “MGT

• 15” with the

Registrar.

Prepared by: CS Manoj R. Hurkat

Applicability to One person company Applicability to One person company (S 122) (S 122) (S :122) (S :122)

Sec 98 to 100 and 111 shall not apply

pp y

Any business transacted at an AGM shall be deemed to be

transacted in such AGM if it is communicated by the sole member to the Company and entered in the Minutes Book.

The minutes book shall be signed and dated by sole

member/director and such date shall be considered the date

• f general meeting/board meeting.

Prepared by: CS Manoj R. Hurkat