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Similar Provisions in Shareholders Meeting and Meeting of BOD

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Aadesh Kandel,

Last Updated: 2022-09-14

 




Annual General MeetingDirectors Meeting
TimeFirst AGM6
NoticeAGM - 21 days, EGM - 15 days, Adjourned Meeting - 7 days (public company)Chairman , Chief Executive, CS may call BM. Other matters of notice as per AOA
Remedy if Meeting not calledif not called within 3 months after the expiry of time limit - CRO to give instructions. If not called within 3 months after the expiry of such time limit, any shareholder may make a petition to the court. the court may issue order to hold the AGM or any other appropriate order -- 25% of director to make a written requisition, Chairperson shall call the meeting within 15 days. If not called the director giving the requisition can call the meeting --
Quorum3 shareholders, holding at more than 50% of total paid up capital unless AOA provides for more. at least 51% of total number of directors
Quorum of the Adjourned meeting3 shareholders, holding at least 25% of total paid up capitalQuorum not required
Not to take part in the meetingOwn interest/director-appointment, remuneration matter/Director proxy- appointment, remuneration/Call money not paid/BFI to give in writing not to exercise voting rightsdirector who has personal concern or interest to be discussed in a meeting. Such director is not to be counted for quorum
Meeting not required to be held..if all the director consent in writing such act may be done without holding a meeting by recording such consent in the minute book
Presence of directorsDirectors shall be present himself/herself. where circumstances are beyond control video conferencing may be usedshall be present in person
ProxyProxy may be appointed by executing an instrument of proxy in prescribed form and duly signed, except where AOA prohibits...




EGM
Notice15 days prior to holding of the meeting
Power of the auditor to call EGMin the course of examining accounts, it is necessary to call EGM, auditor shall request the BOD to call such meeting. if the BOD fails, the auditor may make an application to CRO. CRO may cause to hold EGM.
Power of Shareholders to Call EGM10% paid up capital or 25% shareholders in Number may make an application to the Registered office of the company. BOD shall convene EGM within 30 days of application. If the Board fails to convene EGM, Such shareholders may make a petition to the CRO. CRO may cause to call such meeting.
Power of the CRO to call EGMif deems necessary in view of the findings of any inspections or investigation or any other reason



Corporate Law

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Aadesh Kandel

Category : Corporate Law

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