Top Spinners Foundation is a company registered under section 8 of the Companies Act, 2013 with a view to promote young and talented people towards…

(i) Whether it is compelling upon the Board to consider the directions regarding shift of the venue of the meeting? In the case of section 8 company, in pursuance of the second proviso to section 96 (2) of the Companies Act, 2013, the time, date and place of each Annual General Meeting is required to be decided upon before-hand by the board of directors having regard to the directions, if any, given in this regard by the company in its general meeting. [Notification G.S.R. 466(E) issued by the Ministry of Corporate Affairs on the 5 th June, 2015]. Hence, the directors are bound to consider the directions regarding shifting of venue for the next Annual General Meeting. Alternate Answer to Part (i) As per the facts of the question, the members, in one of the general meetings, have strongly suggested that the next AGM of the company be held near the vicinity of the Registered Office at Jaipur instead of the club as the same has congested sitting area. Since only suggestions have been given in one of the general meetings, the same cannot be construed as a compulsion on the part of the Board to act thereon. A mere suggestion will not tantamount to be a binding direction. In other words, a suggestion is just an idea or an opinion that someone proposes which need be compulsorily acted upon, while a direction is a set of instructions for where to go or what to do. So, the suggestion by the shareholders is non-binding on the Board. (ii) Whether a 15 days' prior notice is valid as per law? Notification G.S.R. 466(E) issued by the Ministry of Corporate Affairs dated 5 th June, 2015 provides that section 8 company can hold a meeting with minimum of 14 days' notice as against 21 days' notice otherwise applicable under section 101 (1) of the Companies Act, 2013. Hence, the director can validly issue a 15 days' notice being greater than 14 days as provided in the notification and the notice is as per the law. (iii) Whether the decision to provide the facility of only physical voting and not e-voting valid? Yes, as per the provision of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, section 8 company, having a number of members of 1000 or more, is required to provide e- voting facility to its members at a general meeting. Hence, the decision of the foundation, to provide the facility of only physical voting and not E-voting, is not valid as section 8 Company is having 1200 members.