Voting, preservation of register of members etc. and annual return.


Voting, preservation of registration of members and annual return.

The register of members along with the index shall be permanently preserved and shall be kept in the secretary of the company secretary of the company or any authorized person for such purpose by the Board

The debenture holders register or any other security holders along with the index shall be safeguarded for a eight years period from the date of debentures redemption or securities, as may be the case and shall be kept in the custody of the company secretary of any other authorized person or the company for such purpose by the board.

Prepared annual return copies under section 92 and all certificates and required documents thereto annexed shall be safeguarded for eight years period from the filing date with the registrar for company registration

The foreign registrar of members shall be permanently preserved unless it is discontinued and all the entries are transferred to any other foreign register or the register of principal. Debenture holders foreign register or any other security holders shall be safeguarded for eight years period from the redemption date of such debentures or securities.

The foreign register shall be kept in a company secretary custody or authorized person by the board.

The proposed special resolution copy to be filed in advance with the registrar as needed in accordance with the first proviso of sub-section (1) of 94, with the registrar shall be filed, one day before at-least before the general meeting date of the company in Form. No. MGT.14.

The registers copies and annual return.

The maintained registrars copies under section 88 or therein entries and filed annual return under section 92 shall be furnished to any debenture, any member, other security holder or the company beneficial owner or any other payment or person of such fee as may be specified in the Articles of Association of the company but not exceeding ten rupees for each page and such copy shall be supplied by the company within seven days period from the deposit date of fee to the company.

Extraordinary calling by requisitionists of the general meeting.

The members may requisition of an extraordinary general meeting in respect with the sub-section (4) of section 100, by issuing such requisition i writing or through electronic mode at least clear twenty-one days prior to the the date mentioned of such general meeting which is extraordinary.

The notice shall indicate the date, the place day and the meeting hour and shall contain the transacted business at the meeting.

For this sub-rule purpose, it is hereby clarified that requisitionists should have meeting convene at the Registered office or in the same town or city where a registered office is located and such meeting should be convened on the working day.

If the resolution is to be proposed as a resolution which is special the notice shall be given as needed by sub-section (2) of section 144.

The signed notice by all the requisitionistsby a requisitionists authorized duly in writing y all other requisitionists on their behalf or by sending an electronic request may disclose the reasons of the resolutions which they propose to move at the meeting.

The meeting notice shall given to those members whose names appear in the register if members of the company within three days on which the deposit requisition may disclose for the resolution(s) reasons which they propose to move at the meeting.

Where the meeting is not convened, the revolutionists shall have a right to receive members list with their registered address together with their address which is registered and the shares number held and the company specified is bound to give a members list together with their address registered as made as on twenty first day from the receipt date of valid requisition together with changes such, if any, before the forty-five expiry days form the receipt date of requisition which is valid.

The meeting notice shall be given by a speed post or post which is registered or though electronic mode. Any omission which is accidental to give notice to, or the non-receipt of such notice by, any member shall not invalidate the meeting proceedings.

Notice of the meeting.

A company may give notice through electronic mode.]

For this rule purpose, the expression “electronic mode” shall mean any communication by a company sent through its authorized and secured computer programmed which is capable of producing confirmation and keeping record of such addressed communication entitled to receive such communication addressed to the entitled person to receive such communication to the entitled person addressed to receive such communication at last the provided electronic  mail address by the member. Through e-mail a notice may be sent as text or as an e-mail attachment or as a providing notification electronic link or uniform resource Locator for such notice accessing.

The e-mail should be addressed to the entitled person to receive such email as the company records or as by the depository provided.

Provided that the company shall provide an opportunity which is advance at least once in a financial year, to the member to register his e-mail address and therein changes and such request may be made by those members only who have not got their recorded email id to s fresh email id to update and not from the members whose email ids are registered already.

The e-mail subject line shall state the company name, notice of the meeting type the date an place on which scheduled meeting is held.

If the notice is sent in the non-editable attachment form to e-mail, such attachment shall be in the Portable Document format or in non editable format together with “link or instructions’ for downloading relevant version recipient for the software.

When notifications or notice of availability of notice by notice are sent , the company should ensure that it uses a system which produces the total number confirmation of e-mailed recipients and a each recipient record to whom the notice has been sent and such record copy and any notices of any transmissions that are failed and re-sending subsequent shall be retained by or on the company behalf as the “sending proof”. 

The obligation of the company shall be satisfied when it transmits the e-mail and the company shall not be responsible to held in transmission for a failure beyond its control.

If a entitled member to receive failed notice to issue or update the relevant company e-mail address, or to the participant depository as may be the case, the company shall not be in default for the notice not to deliver through e-mail.

The company may send e-mail through in-house facility or its registrar and the transfer agent or any third party agency authorize providing bulk facility of e-mail.

 The notice made available on the Uniform resource locator or on the electronic link has to be readable, and the recipient should be  able to get and copies are retained and the company shall give the full Uniform Resource locator or the website address and full details of how to access the information or document.

The general meeting notice of the company shall be simultaneously placed on the company website of any and as may be indicated on the website by the Central Government.

For this rule purpose, it is declared hereby that the general meeting extraordinary within India shall be held at a place.


The registered company member under section 8 shall not be entitled to appoint any other person unless as his proxy such other person is also such company member.

A person can act as a proxy of members on the behalf not exceeding fifty and holding in the aggregate not more than the company total share of ten per cent carrying voting rights.

 Given that the holding member more than ten percent , of the share capital total of the company carrying voting rights may appoint a proxy single person and such person shall not acts as a proxy for shareholder or any other person.

The proxy appointment shall be in the Form NO. MGT.11.

Voting through electronic means.

Every listed company or a company having not less than one thousand shareholders, shall give to its facility members to operate their right to vote at electronic means of general meetings.

A member may operate his rights to vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in respect with this provisions rule.

For the purpose of this rule—

The expression “voting of electronic means” or “electronic voting system” means a “secured system” based on the display process of electronic ballot, recording of the members votes and polled the number of votes in favor or against, such that the exercised entire voting by electronic way means gets registered and counted in an electronic registry in server which is “cyber security”.

the expression “secured system” means computer software hardware and procedures that-

a, are reasonably safeguarded from the unauthorized access and misuse.

b, provide a reliability reasonable level and operation which is correct.

c, are reasonably suited for the intended functions performing; and

d, adhere to accepted generally procedures security.

iii, the expression “Cyber Security” means safeguarding information, equipment, devices, computer, resource of computer, communication device and stored information therein from unauthorized access, disclosures used, disruption, destruction or modification.

3. A company which opts to provide to its members the facility to operate their votes at the general meeting by electronic voting system and shall follow the procedure following, namely;

a, the meeting notices shall be sent to all the members, the company auditors or directors either–

a,by a speed post or registered post; or

b, through electronic means like e-mail id registered.

c, through service of the courier.

ii, the notice shall be placed on the company website, if any and of the forthwith agency after it is sent to the members.

iii, the meeting notice shall clearly mention that the business may be transacted through electronic voting system and the company is giving voting facility by electronic means.

iv. the notice shall clearly mention the process and for voting the manner by electronic means and scheduling the time including the period of time during which the votes may be cast and shall also issue the login ID and create for generating password facility and for keeping security and vote casting in a secure manner.

 the company shall cause an advertisement to be published, not less than the five days before the beginning date of the voting period at least once in a vernacular newspaper in the vernacular principal language of the district in which the registered company office is located and having a wide circulation in that district and at least once in the English language in a English newspaper having a wide circulation in that district, about having sent the meeting notice and therein indicating, inter alia, the matters following namely;-

a, statement that may be transacted by the business by electronic voting.

b, the completion date of sending of notices.

c, the date and the commencement time of voting through electronic means,’

d, the time and date of end of voting through means of electronic.

e, the statement that voting shall not be permitted beyond the mentioned date and time,

f, the company website address and agency, if any, where the meeting notice is displayed and

g, the contact details of the responsible person to address the connected grievances with the electronic voting;

h, the e-voting shall remain open for not more than the three days, for not less than one day.

Given that in all such cases, voting period such shall be completed three days prior at the general meeting date.

During the e-voting period, the company shareholders, holding shares wither in physical form or in dematerialized form, as on the date recorded, may electronically cast their vote.

Given that once on a resolution vote is cast by the shareholder he shall not be permitted to change it subsequently.

at the voting period end, the portal where votes are cast shall be blocked forthwith


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