general meeting of shareholders, the Companies Act, -foutths majority

.Thus, iithere is an intention to propose a speaalresolution at a general meeting of shareholders, the notice convening the meeting must specially mention that the resolution will be moved as a special resolution and must give the exact terms of the resoluhori. The notice must be of clear 21 davs and the meeting must be duly constituted. The resoisbOn must be passed by a threv-foutths majority of ravTnbers entitled to vote and present in person or by proxy. Members u ho have abstained from vothlg will not be t ton into account for Ihe purpose of calculating three-fourths majority All special resolubons are required to be filed with the Regisrrar within 3Li days of the passing of the resolution
citing is the case of requisition tor no.ice of resolution and TiCI less i.iin the case of other requis lion The con.pam- shall also not be hol ...' to circulate a tY state.nent if. on the application of the or ;pi m- or am other aggtieved person, tile CompaoY Law Board' is sabsf,ed that the nghtofmetnbers underthis section IS beir.p, abused to secure needless publicity of any defamatory matter The Cohlpany Law Board may also order that the cost incurred by the company on the appiicabollhepaid by the requislbonists.
This section, however, applies to nZettlbers' resohttions intended to be moved at an a.mual general tweeting and not at any other general tweeting. The right of rnemhens to move any otherlesolution at the Am al gene,al meeting is also not affected by the provisions f this section.
PASSING OF RESOLUTIONS BY ClRCULATiON
Under Sechon 2i9 of the Companies Act, the rrK1 to pass resohTtions bv rirculatiot; has been i iven only in respect of .neetings of the Board of Directors and its comr.uittees. Nr such resolution will he deemed to have bean duly passed unless (i) it is circuLated in dratt together with necessary papers, if any to all the directors or rnera-.hers of the comn.ittee then in India and to al! other directors Ot members at their usual address In India and (ii) has then approved by such of the do rectors as arethetl in India orbs- a tuajo.itn of them; as are entitled to vote on the resolution The number of directors or members m India to whomthe resohnion is circu'ated must not he less than the quonuli fixed for a meeting of the Boatd or its committee