| Management and Administration |
| Title |
Section 170 to 204 of Companies Act, 1956 |
Section 101 to 122 of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 |
| Notice of meeting |
Section 171 & 172
No provision to issue notice in electronic mode existed.
Consent for shorter notice was by all members entitled to vote at AGM and by not less than 95% of the members entitled to vote at meetings other than AGM. |
Section 101
Notice either in writing or through electronic mode in such manner as may be prescribed.
The consent for the shorter notice shall be given in writing or by electronic mode by atleast 95% of the members entitled to vote at such General meeting including Annual General Meeting (earlier excluded).
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| Statement to be Annexed to Notice |
Section 173
Does not define ‘material facts’.
If the Special business that is being transacted relates to or affects any other company then the shareholding information of directors or manager holding more than 20% of the paid up capital of that other company is to be disclosed.
No penal provisions existed. |
Section 102
‘Material facts’ to be set out in the Explanatory statement clearly defined, namely, the nature of the concern or interest, financial or otherwise, if any, in respect of each item of every director and manager, every other KMP and relatives of all the above and such other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon.
If the Special business that is being transacted relates to or affects any other company then
- The shareholding information of directors or manager holding more than 2% of the paid up capital of that other company is to be disclosed which was earlier 20%.
- If any director or KMP derives any benefit due to the non-disclosure of any information in the statement then he shall be Liable to compensate the company to the extent of benefit received by him and
Punishable with fine upto Rs. 50,000 or 5 times the amount of benefit accrued. |
| Quorum for meetings |
Section 174
Five members personally present in the case of public company and two members personally present in the case of any other company, shall be the quorum for a meeting of the company. |
Section 103
In case of Public Company, quorum has been fixed based on the number of members of the Company: Members to be personally present to be counted for the quorum.
| No of Members of the Company |
No of Members to form the quorum |
| Upto 1000 |
5 |
| 1001 – 5000 |
15 |
| More than 5000 |
30 |
- In case of any adjourned meeting the company shall give not less than 3 days’ notice to the members either Individually or by Press Announcement. (Newly Inserted)
No change in case of Private Company. |
| Proxies |
Section 176
No restriction earlier. |
Section 105
- A person shall act as a proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of total share capital of the Company carrying voting rights.
- The Central Govt. may prescribe a class or classes of companies whose members shall not be entitled to appoint proxies.
- Member holding more than 10% of the total share capital may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. .
- A proxy shall be appointed in Form No.MGT 11.
- A member of Section 8 company shall not be entitled to appoint any other person as his/her proxy unless such other person is also a member of such company.
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| Restriction on voting rights. |
Section 181
Restriction was only to Public Companies or Private Companies which are subsidiary of public company. |
Section 106
The company shall not prohibit members from exercising his voting rights on any grounds other than non-payment of calls or lien on shares applied.
Private companies cannot impose restrictions on voting rights of members other than due to unpaid calls or sums or lien.
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| Voting Through electronic means
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No such provision existed
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Section 108
Now members of the prescribed class or classes of companies can exercise vote thought electronic means. (through Secured system)
The Notice of the meeting should clearly specify that the company is providing facility for voting by electronic means along with the process and manner for voting by electronic means.
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| Demand for Poll
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Section 179
In addition to the Chairman the following members present in person or through proxy are also entitled to demand poll:
| Particulars |
Public Co having share capital/ Any other Company |
Pvt. Co Having Share Capital |
| Their Voting power |
≥ 10% of the total voting power |
by one member having the right to vote on the resolution and present in erson or by proxy if not more than seven such members are personally present, and by two such members present in person or by proxy, if more than seven such members are personally present |
| Sum of shares held |
≥ Rs.50,000 or such higher amount as prescribed has been paid up. |
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Section 109
In addition to the Chairman the following members present in person or through proxy are also entitled to demand poll:
| Particulars |
Public Co / Pvt. Co Having Share Capital |
Any other Company |
| Their Voting power |
≥ 10% of the total voting power
|
≥ 10% of the total voting power
|
| Sum of shares held |
≥ Rs,5,00,000 or such higher amount as prescribed has been paid up. |
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| Postal Ballot
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Section 192A
Earlier it was applicable only to Listed Companies in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot.
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Section 110
Applicable to all Companies.
Items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and
In respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting
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| Circulation of Members Resolution
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Section 188
Number of members entitled to give request:
a) not less than one-twentieth of the total voting power of all the members having at the date of the requisition a right to vote on the resolution or business to which the requisition relates ; or
b) not less than one hundred members having the right aforesaid and holding shares in the company on which there has been paid-up an aggregate sum of not less than one lakh of rupees in all. |
Section 111
Number of members entitled to give a request to pass a resolution through circulation:
- Companies having share capital : members entitled to vote holding shares not less than one-tenth of paid up share capital
- Companies not having share capital : Members having not less than one-tenth of the total voting power of all the members having the right to vote. |
| Ordinary and Special Resolution |
Section 189
Votes only by show of hands or on a poll were considered. No provision for electronic voting existed. |
Section 114
Votes cast electronically as well as votes cast by postal ballot shall be counted for determining whether or not ordinary/special resolution has been passed or not. |
| Resolutions requiring special notice |
Section 190
No specification in terms of voting power or holding existed.
Special notice to be given atleast 14 days before the date of the meeting |
Section 115
Request for passing of such resolution shall be given to the company by such number of members holdings
- Not less than 1% of the total voting power or holding shares on which aggregate sum not exceeding Rs, 5,00,000 as may be prescribed has been paid up.
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| Resolution and Agreements to be filed |
Section 192
The list of resolutions and agreements to be filed was specified under this section and the same has undergone change. |
Section 117
(a) Special Resolutions.
(b) Resolutions which have been agreed to by all the members of a company.
(c) Any resolution or agreement of the board of directors relating to appointment, re-appointment or renewal, or variation of the terms of appointment, of a managing director.
(d) Resolutions or agreements which have been agreed to by any class of members.
(e) Resolutions passed by a company according consent to the exercise by its Board of directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180.
(f) Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304.
(g) Resolutions passed in pursuance of sub-section (3) of section 179; and
(h) Any other resolution or agreement as may be prescribed and placed in the public domain.
Penalties:
- The company : fine of Rs. 5 Lakh - Rs. 25 Lakh
- Every officer in default: Rs. 1 Lakh - Rs. 5 Lakh |
| Minutes of proceedings of General Meeting, Meeting of Board of Directors and other meeting and resolutions passed by postal ballot
|
Section 193-197
Secretarial standards were recommendatory.
There was no provision of penalty for tampering with minutes. |
Section 118
- Minutes of the meeting of any class of shareholders and creditors to be maintained
- Resolutions passed through postal ballot to be maintained
Clause 118 provides that every company shall follow SS with respect to General and Board Meetings and approved by the Cent. Govt. Clause 205 provides that functions of a CS, shall, inter-alia include ensuring compliance with the applicable SS.
- Person who is found to be tampering with the minutes of the proceedings of the meeting shall be punishable with imprisonment: upto 2 yrs and with fine: Rs. 25,000/- – Rs. 1,00,000/- |
| Maintenance and inspection of documents in electronic form |
No such provision existed |
Section 120
This section enables the companies to maintain, allow inspections or furnish copies of documents, records, minutes, registers etc. in electronic form. |
| Report on Annual General Meeting
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No such provision existed |
Section 121
Applicable only to Listed Companies-
A report on each AGM is to be prepared including the confirmation to the effect that the meeting was convened, held and conducted as per provisions of the Act and the rules made there under.
A copy of the report to be filed with the ROC within 30 days from the date of conclusion of the AGM
If default in complying: Punishable with fine
Company: Rs. 1,00,000/- to Rs. 5,00,000/-
Every officer who is in default: Rs 25,000/- to Rs. 1,00,000/- |
| Applicability of this chapter to one person company
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Not Applicable
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The Provisions of Sec 98 and Section 100 to 111 are not applicable to OPC.
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