Chapter 7

Question 1

Sec 101

Answer 1

Notice of Meetings

Question 2

Minimum period of notice to be given before meeting

Answer 2

21 clear days
14 clear days in case of sec 8 companies.

Exception
If notice served by post -

Notice shall be deemed to be served 48 hrs after posting the notice

Question 3

Which dates are excluded from clear 21 days notice period

Answer 3

1. Date of serving
2. Date of Meeting

Question 4

Can the requirement of clear 21 days be curtailed by AOA

Answer 4

NO

Question 5

Mode of Notice and content of notice ?

Answer 5

Mode
In Writing it Electronic

Content
- Date& day
- place
- time of meeting
- statement of business to be transacted

Question 6

Notice shall be served to ?

Answer 6

1. Members
2. Legal rep of deceased member
3. ASSIGNEE OF insolvent members
4. Director
5. Auditors

Question 7

Non receipt of notice

Answer 7

Invalid if it was deliberate
Valid if it was not deliberate

Question 8

Can a company be held guilty for failure after transmission of email of Notice?

Answer 8

No, it satisfies its responsibility after transmission of email

Question 9

Provision of short notice in case of AGM

Answer 9

Consent in writing/electronic by

Members having at least 95% of entitlement to vote

Question 10

Provision of short notice in case of meetings other than AGM

Answer 10

Consent in writing or electronic

By majority of members who constitute 95% of voting rights of company

Question 11

Types Of business at meeting

Answer 11

1. Ordinary Business
2. Special Business

Question 12

What are Ordinary Business and when are they transacted?

Answer 12

4 types of ordinary Business -
- Appointment of Auditor
- Appointment of Director
- Adoption of Financial statements, Audit report and Board report
- Declaration of Dividend

Transacted only at AGM

Question 13

What is Special Business ?

Answer 13

Any businesses transacted at meetings other than ordinary Business

It could be either at
1. AGM
2. EGM

Question 14

When is it required to attach an explanatory statement as per sec 102

Answer 14

Always with notice(as per 101) of EGM

and if special business is being transacted at AGM, also with AGM notice ( Along with explanatory details of ordinary business is suggested)

Question 15

What should be the content of the Explanatory statement?

Is it valid if the company doesn’t give sufficient details about a special business to be transacted at meetings ?

Answer 15

Content
1. All material facts that enable decision making.
2. Nature of interest, if any of the KMP, DIRECTORS, MANAGER OR relatives of any
3. Other info that will enable the members to make informed decisions

No, a company is required to give all details in an explanatory Statement so as to enable the members to make decisions

Question 16

Disclosures in Explanatory Statement

Answer 16

1. If any document is to be considered in G.M -
   TIME & PLACE OF INSPECTION SHALL BE DISCLOSED
2. If special business related to or affects another company in which promoter, manager, director or kmp hold at least 2% of PUSC of that company

Question 17

Insufficient or No disclosure in Explanatory statement

Answer 17

Any benefit accrued by Dir/manager/ KMP/ Promoter or relatives of any

Shall hold such a benefit in trust of co. And liable to compensate the co. to the extent of benefits rec’d”

Question 18

Penalty under 102

Answer 18

Promoter/Dir/manager/KMP in default

Higher of
- ₹50000 or
- 5 times the amount of benefit