THE COMPANIES BILL, 2009
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ARRANGEMENT OF CLAUSES
Bill No. 59 of 2009
91. (1) A statement setting out all the material facts concerning each item of special business to be transacted at a general meeting, including, in particular, the nature of the concern or interest, if any, of every director and the manager, if any, and of every other key managerial personnel shall be annexed to the notice calling such meeting.
(2) For the purposes of sub-section (1), —
(a) in the case of an annual general meeting, all business to be transacted
thereat shall be deemed special, other than—
(i) the consideration of accounts, balance sheet and the reports of the
Board of Directors and auditors;
(ii) the declaration of any dividend;
(iii) the appointment of directors in place of those retiring;
(iv) the appointment of, and the fixing of the remuneration of, the auditors;
and
(b) in the case of any other meeting, all business shall be deemed to be
special:
Provided that where any item of special business to be transacted at a meeting of the
company relates to or affects any other company, the extent of shareholding interest in that other company of every director, manager, if any, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not less than two per cent. of the paid-up share capital of that company, also be set out in the statement.
(3) Where any item of business refers to any document, which is to be considered at the meeting, the time and place where such document can be inspected shall be specified in the statement under sub-section (1).
(4) Where as a result of the non-disclosure or insufficient disclosure in any statement referred to in sub-section (1), being made by a director, manager, if any, or other key managerial personnel, any benefit which accrues to such director, manager or other key managerial personnel or his relatives, either directly or indirectly, the director, manager or other key managerial personnel, as the case may be, shall hold such benefit in trust for the company, and shall, without prejudice to any other action being taken against him under this Act or under any law for the time being in force, be liable to compensate the company
to the extent of the benefit received by him.
(5) Where any default is made in complying with the provisions of this section, every officer of the company who is in default shall be punishable with fine which may extend to Explanatory statement to be annexed with notice.
106. (1) A copy of every resolution or any agreement, in respect of such matters as may be prescribed, together with the explanatory statement under section 91, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in the manner as may be prescribed, with such fee as may be prescribed or with such additional fee as may be prescribed within the time specified, under section 364.
(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section 364 with additional fee, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees and every officer who is in default, including liquidator of the company, if any, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend
to five lakh rupees, or with both.
107. (1) Every company shall cause to be prepared, signed and kept minutes of the proceedings of every general meeting, including any meeting called by the requisitionists under section 89, and of proceedings of every meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, within such time and in such manner as may be prescribed.
(2) The minutes of each meeting shall contain a fair and correct summary of the
proceedings thereat.
(3) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain —
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person;
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in sub-section (5).
(7) Minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Where minutes have been kept in accordance with sub-section (1) and the rules made thereunder, then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.
(10) Every company shall observe such secretarial standards as may be prescribed with respect to general and Board meetings.
(11) If any default is made in complying with the provisions of this section and the rules made thereunder in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
108. (1) The books containing the minutes of the proceedings of any general meeting of a company, shall—
(a) be kept at the registered office of the company, and
(b) be open, during business hours, to the inspection by any member without
charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection.
(2) Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, and on payment of such fees as may be prescribed, with a copy of any minutes referred to in sub-section (1).
(3) If any inspection under sub-section (1) is refused, or if any copy required under sub-section (2) is not furnished within the time specified therein, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each such refusal or default, as the case may be.
(4) In the case of any such refusal or default, the Central Government may, without prejudice to any action being taken under sub-section (3), by order, direct an immediate inspection of the minute-books or direct that the copy required shall forthwith be sent to the person requiring it.
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