Prakash and some of his friends are members of Focus Limited, a company with a paid-up share capital of one crore. They all intend to propose a…

CA Intermediate · Corporate and Other Laws · RTP · May 2024
Prakash and some of his friends are members of Focus Limited, a company with a paid-up share capital of one crore. They all intend to propose a resolution at the forthcoming General Meeting of the company which is going to be held in CP, New Delhi i.e. the place where Registered Office of Focus Limited is situated. (i) Kindly provide guidance to Prakash and his friends on the requisite minimum paid-up share capital they should hold to initiate a members' resolution. (ii) What are the other requirements that Prakash and his friends need to keep in mind for moving a members' resolution.

Suggested Answer and Working Notes:

(a) (i) In terms of section 111 of the Companies Act, 2013, the members of a company are given a statutory right to propose resolutions for consideration at the general meetings. According to sub-section (1) , the number of members required to make a requisition for moving resolution shall be same as required to requisition a general meeting as per section 100 (2) . The requirement is as under: "In case of a company having share capital, such number of members who hold minimum 1/10th of the paid-up share capital that carries right of voting shall be eligible to make a requisition for moving a resolution at the general meeting." Accordingly, Prakash and his friends must hold minimum 1/10th of paid-up share capital (i.e.10 lakh worth of share capital carrying right to vote) of Focus Limited in order to be eligible for moving a resolution at the general meeting. (ii) The other requirements as per section 111 for making a requisition to move a resolution at the general meeting which Prakash and his friends should keep in mind are as under: (a) Two or more copies of the requisition are required to contain signatures of all the requisitionists i.e. Prakash and friends. (b) The requisition must be deposited by them at CP where the registered office of Focus Limited is situated. (c) In the case of a requisition requiring notice of a resolution, it needs to be deposited by them not less than six weeks before the meeting. (d) In case of any other resolution, the same is to be deposited by them not less than two weeks before the meeting. (e) A sum reasonably sufficient to meet the expenses to be incurred by Focus Limited in giving effect to proposing the resolution shall also be deposited by Prakash and his friends along with the requisition.

Topics: Management & Administration

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