THE COMPANIES ORDINANCE, 1972

Meetings and Proceedings

119.—(1) Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next :

Provided that, so long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year,

(2) If default is made in holding a meeting of the company in accordance with the foregoing subsection, the Registrar may, on the application of any shareholder of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Registrar may think expedient, including directions modifying or supplementing the operation of the company's articles in relation to the calling, holding and conducting of the meeting, and it is hereby declared that the directions that may be given under this subsection include a direction that one shareholder of the company present in person or by proxy shall be deemed to constitute a meeting.

(3)  A general meeting held in pursuance of the last foregoing subsection shall, subject to any directions of the Registrar, be deemed to be an annual general meeting of the company; but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting for the year occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held, unless at that meeting the company resolves that it shall be so treated.

(4)  Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within fifteen days after the passing thereof, be delivered to the Registrar and registered by him.

(5)  If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any directions of the Registrar under subsection (2), the company and every officer of the company who is in default shall be liable to a fine not exceeding one thousand rupees, and if default is made in complying with subsection (4) of this section, the company and every officer of the company who is in default shall be liable to a default fine of one hundred rupees.

120.—(1) General meetings of a company which are not annual general meetings are in this Ordinance called extraordinary general meetings.

(2) The directors of a company, notwithstanding anything in its memorandum or articles, shall, on the requisition of shareholders of the company holding at the date of the deposit of the requisition not less than one-tenth of the issued shares carrying unrestricted voting rights at general meetings of the company forthwith proceed to convene an extraordinary general meeting.

(3) The directors of a company, notwithstanding anything in its memorandum or articles, shall on the requisition of shareholders holding at the date of the deposit of the requisition not less than one-tenth of the issued shares of any class forthwith proceed to convene a meeting of that class of shareholders.

(4) The trustees of a debenture trust deed, notwithstanding anything contained therein or in any debentures or in any other contract or instrument, shall on the requisition of persons holding at the date of the deposit of the requisition debentures covered by the trust deed which carry not less than one-tenth of the total voting rights attached to all the issued and outstanding debentures of that class, forthwith proceed to convene a meeting of that class of debenture holders.

(5)  A requisition deposited under this section must state the intended business of the meeting to which it relates, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists. If the requisition is addressed to trustees of a debenture trust deed, the company shall deliver it or communicate its contents to the trustees immediately after it has been deposited.

(6)  If the directors or trustees of a debenture trust deed (as the case may be) do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting to be held not later than twenty-eight days after the meeting is convened, any one or more of the requisitionists may convene a meeting to transact the business specified in the requisition, but any meeting so convened shall not be held after the expiration of six months from the date on which the requisition was deposited.

(7)  A meeting convened under this section by any one or more of the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.

(8)  Any reasonable expenses incurred by the requisionists by reason of the failure of the directors or the trustees of a debenture trust deed (as the case may be) duly to convene a meeting or by reason of the failure of the company to deliver or communicate the contents of the requisition to, the trustees, shall be repaid to the requisitionists by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to the directors or the trustees who are in default (as the case may be).

(9)  If the directors or trustees of a debenture trust deed (as the case may be) fail to convene a meeting in compliance with this section, each of them shall be liable to a fine not exceeding one thousand rupees.

(10) If a company fails to deliver or communicate the contents of a requisition addressed to trustees of a debenture trust deed in compliance with subsection (5), each of its directors shall be guilty of an offence punishable by a fine not exceeding one thousand rupees.

121.—(1) Business shall be transacted at general meetings of a company by ordinary resolution, unless this Ordinance or the memorandum or articles require a special resolution.

(2)  All business which cannot be transacted at a general meeting by an ordinary resolution shall, subject to the provisions of this Ordinance, be transacted by special resolution, and no provision in the memorandum or articles requiring or permitting the business to be transacted in any other way shall be valid.

(3)  Nothing in this section shall affect any provision in the memorandum or articles of a proprietary company making the passing of any resolution, or the effectiveness of any resolution, or the doing of arty act, conditional on one or more named persons consenting thereunto.

122.—(1) A resolution is passed as an ordinary resolution if it is proposed as such, and of the votes which are cast in favour of and against the resolution more votes are cast in favour of the resolution than are cast against it.

(2)  A resolution is passed as a special resolution if it is proposed as such, and not less than three-quarters of the votes which are cast in favour of and against the resolution are cast in favour of it.

(3)  An ordinary resolution by a general meeting of a company shall be necessary : —

(a)   to appoint a director of the company other than a director appointed under section 163(4), (5), (7) or (8) ;

(b)   to authorise or approve the remuneration to be paid to a director of the company in the circumstances where such authorisation or approval is" required by section 174(1), and to authorise or approve any other payments or benefits of the kinds mentioned in sections 174(2) and 175(1) in circumstances where such authorisation or approval is required by either of those sections ;

(c) to remove a director of the company under section 168 ;

(d) to give any authorisation to a director which is required by sections 171 or 172 ;

(e) to appoint an auditor of the company ;

(f) to authorise the sale or transfer of the whole or substantially the whole of the company's undertaking or assets (subject or not to its liabilities) to another person ;

(g) to authorise the issue of any of the unissued shares or debentures of a company (other than a proprietary company), or to authorise the re-issue of shares or debentures of such a company (except to the extjent that section 173 otherwise provides);

(h) to authorise an issue or re-issue of the company's shares for a consideration other than cash, unless the terms of the issue are set out in the company's memorandum in conformity with section 6(1);

(i) to dispose of the profits or revenue reserves of of the company, whether by payment of a dividend, by capitalisation of profits or revenue reserves and the issue of bonus shares or debentures, by transfer to capital reserve, by the acquisition of shares of the company under paragraph (c) of section 54(2), by the redemption of redeemable shares, by allocations to employee share subscription schemes to which the company is a party or otherwise ;

(j) to alter the share capital of the company under section 59 ;

(k) to authorise the company to alter or abrogate r the rights of debenture holders ;

(l) to wind up the company voluntarily under paragraph (b) of section 247(1); and

(m) in connection with matters arising in the winding up of the company which by this Ordinance are required to be transacted by ordinary resolution ;

(n) in such other cases as this Ordinance provides,

(4)  A special resolution by a general meeting of a company shall be required: —

(a)   to alter the company's memorandum or articles (except to the extent that alterations may be effected by ordinary resolution under section 59);

(b)   to allot shares or debentures of a proprietary company otherwise than in proportion to the respective nominal values of the share holdings of the existing shareholders ;

(c)   to wind the company up voluntarily under paragraph (a) of section 247(1) ; and

(d)   in connection with matters arising in the winding up of the company which by this Ordinance are required to be transacted by special resolution ;

(e)   in such other cases as this Ordinance provides.

(5)  An ordinary resolution under paragraph (g) of subsection (3) may authorise the directors to issue or re-issue not more than a specified number of shares of a specified class, or to borrow not more than a spedlied amount by issuing debentures, during a specified period (not exceeding one year) from the passing of the resolution, subject to such conditions as to issue price, rate of interest or dividend, redemption premiums or otherwise as the general meeting shall see fit to impose ; and if such an authority is given, it shall not be necessary for a general meeting to authorise the issue of those shares or debentures to particular persons if the issue is made within the period and in conformity with the conditions aforesaid.

(6)  This section shall apply notwithstanding anything contained in the company's memorandum or articles,

123.—(1) Any provision of a company's memorandum or articles or in a debenture, debenture trust deed or other document shall be void insofar as it provides for the calling of a meeting of the company (other than an adjourned meeting) by a shorter notice than—

(a)   in the case of the annual general meeting or an extraordinary general meeting called for the passing of a special resolution, twenty-one days' notice in writing ; or

(b)   in the case of any other general meeting, or any meeting of a class of shareholders or debenture holders, fourteen days' notice in writing.

(2)  A meeting of the company (other than an adjourned meeting) shall, unless the memorandum or articles require longer notice, be called —

(a)   in the case of the annual general meeting, or an extraordinary general meeting called to pass a special resolution (with or without other business), by twenty-one days' notice in writing ;

(b)   in the case of any other general meeting, or any meeting of a class of shareholders or debenture holders, by fourteen days' notice in writing.

(3)  A meeting of a company shall, notwithstanding that it is called by shorter notice than that specified in the last foregoing subsection be deemed to have been duly called if it is so agreed—

(a)   in the case of a meeting called as an annual general meeting, or as a meeting of a class of share holders or debenture holders, by all the shareholders or debenture holders (as the case may be) entitled to attend and vote thereat; and

(b)   in the case of a meeting called as an extraordinary general meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent of the unrestricted voting rights exercisable at the meeting.

124.—(1) If for any reason it is impracticable to call a general meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in manner prescribed by the memorandum or articles or by this Ordinance, the court may, either of its own motion or on the application of any director of the company or of any shareholder of the company who would be entitled to vote al the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made may give such ancillary or consequential directions as it thinks expedient; and it is hereby declared that the directions that may be given under this subsection include a direction that one shareholder of the company present in person or by proxy shall be deemed to constitute a meeting.

(2)  Any meeting called, held and conducted in accordance with an order under this section shall for all purposes be deemed to be a general meeting of the company duly called, held and conducted.

(3)  This section shall apply to a meeting of a class or shareholders or debenture holders as it applies to a general meeting as if for references to a general meeting there were substituted references to such other meetings, and (in the case of a meeting of a class of debenture holders) for references to the memorandum or articles of the company there were substituted reference to debentures of that class and the debenture trust deed (if any) covering such debentures.

125.—(1) Except in the case of a meeting called under the last foregoing section, the notice calling a meeting (whether a general meeting, or a meeting of a class of shareholders or debenture holders) shall contain in clearly legible print or type : —

(a)   a statement at its head or beginning that the meeting called by the notice is a general meeting of the company, or a meeting of a class of shareholders (specifying the class), or a meeting of a class of debenture holders (specifying the class), as the case may be ;

(b)   a statement of the date and time when, and the place where, the meeting will be held ;

(c)   the exact wording of every resolution to be proposed at the meeting (other than a procedural resolution or a resolution at an annual general meeting declaring a dividend, or approving or rejecting the annual accounts of the company or the directors' or auditors' report), and a statement whether such a resolution will be proposed as an ordinary or as a special resolution ;

(d)   a statement that each person entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on his behalf instead of him, and that a proxy need not be a member, shareholder or debenture holder of the company;

(e) if the memorandum or articles (or in the case of a meeting of debenture holders, the debenture trust deed or the debentures) permit postal voting, a statement that any person entitled to attend and vote at the meeting may vote by post; and

(f) a statement that all appointments of proxies and (if postal voting is permitted as aforesaid) that all postal votes must be delivered to the company not later than forty-eight hours before the time at which the meeting will commence, or if they are to be effective at any adjournment of the meeting, not later than forty-eight hours before the time at which the adjourned meeting is to commence.

(2) If a resolution incorporates the terms of any contract, arrangement or document as part thereof, the notice calling tile meeting at which the resolution is to be proposed must be accompanied by a copy of the contract, arrangement or document, or by a statement of the terms of the contract or arrangement if it is not in writing.

(3)  If a resolution rnentioned in a notice calling a meeting provides for the alteration or abrogation of any rights conferred on a class of shareholders or debenture holders by the memorandum or articles or by a debenture trust decft'br debentures, the notice shall be accompanied by a copy of the part or parts of any such document which will be affected by the alteration or abrogation, and a concise statement explaining the effect of the resolution and setting out all material interests of the directors and trustees for debenture holders of the company (whether as directors, shareholders, trustees for debenture holders, debenture holders, creditors or otherwise) and the effect thereon of the resolution insofar as it is different from the effect on the like interests of other persons.

(4)  For the purpose of this Ordinance a procedural resolution is a resolution to elect or remove a chairman of a meeting, or to adjourn or terminate a meeting, or to terminate discussion on a resolution which has been proposed or an amendment thereto, or to take a vote on any matter without further discussion.

(5)  If any officer of a company or any other person sends out, or participates or acquiesces in any person sending out, a notice calling a meeting which does not comply with this section, he shall be guilty of an offence punishable by a fine not exceeding one thousand rupees,

126.—(1) Subject to the following provisions of this section it shall be the duty of a company, on the requisition in writing of such number of persons as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists : —

(a)   to give to shareholders of the company notice of any resolution which may properly be moved and is intended to be moved at any general meeting ;

(b)   to circulate to shareholders any statement of not more than three thousand words with respect to the matter referred to in any resolution intended to be moved, or the business to be dealt with, at a general meeting ;

(c)   to circulate to shareholders or debenture holders of any class a statement of not more than three thousand words with respect to the matter referred to in any resolution intended to be moved, or with respect to the business to be dealt with, at any meeting of shareholders or debenture holders of that class (as the case may be).

(2) The number of shareholders or debenture holders (as the case may be) necessary for a requisition under subsection (1) shall be—

(a)   any number of shareholders or debenture holders (as the case may be) representing not less than one-twentieth of the total voting rights of all the shareholders or debenture holders (as the case may be) having at the date of the requisition a right to vote at the meeting to which the requisition relates ; or

(b)   not less than fifty shareholders or, in the case of a meeting of a class of shareholders, not less than fifty shareholders of the class concerned (as the case may be) holding shares in the company on which there has been paid up an average sum, per shareholder, of not less than one thousand rupees; or

(c)   in the case of a meeting of a class of debenture holders, not less than fifty debenture holders of the class concerned holding debentures of the company on which there has been paid up an average sum, per debenture holder, of not less than one thousand rupees.

(3)  A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless—

(a)   a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company—

(i) in the case of a requisition requiring notice of a resolution, not less than four weeks before the meeting ; and

(ii) in the case of any other requisition, not less than one week before the meeting ; and

(b)   there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect thereto :

Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, a general meeting of the company is called for a date four weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof.

(4)  The company shall also not be bound under this section to circulate any statement if, on an application made within seven days after the deposit of the requisition, either by the company or by any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's or applicant's costs on an application under this section to be paid in whole or in part by the requisitionists.

(5)  This section shall apply notwithstanding anything contained in the memorandum or articles of a company, or in a debenture trust deed or any debentures, or in any other contract or instrument

127.—(1) Notice of all general meetings shall be given to every shareholder of the company, whether he is entitled to attend and vote at the meeting or not.

(2) Notice of all meetings of a class of shareholders or debenture holders shall be given to all shareholders or debenture holders of the class concerned.

(3)  Subject to subsection (4), a notice of a meeting and all documents required to be sent to a shareholder or debenture holder by section 125(2) and (3) and by section 126 shall either be delivered to that person, or shall be sent to him by pre-paid letter post to his most recent address in Seychelles appearing in the register of members or the register of debenture holders, or, if no such address appears in the register, to the most recent address in Seychelles supplied by him to the company for the giving of notices to him (if any). If the register of members or debenture holders contains no address of a member, shareholder or debenture holder in Seychelles and he has not supplied an address in Seychelles for the giving of notices to him, it shall not be necessary for the company to give him notice of the meeting or to send him the documents aforesaid.

(4)  Notice of a general meeting or of a meeting of a class of shareholders or debenture holders shall be given to the holders of bearer share certificates or bearer debentures by the publication in a daily newspaper circulating in Seychelles of an advertisement containing the particulars required by section 125(1) (including the terms of resolutions in respect of which a requisition has been made under section 126(1), and giving an address in Seychelles where the documents mentioned in section 125(2) and (3) and paragraphs (b) and (c) of section 126(1) may be inspected and from which copies of such documents may be obtained on request.

(5)  An advertisement published under subsection (4) shall be deemed to be a proper notice of a meeting given to the holders of bearer share certificates or bearer debentures for the purposes of sections 125 and 126 and this section.

(6)  If the memorandum or articles of a company, or a debenture trust deed or debentures or any other contract or instrument provide that a meeting may be validly held, or that all proceedings at a meeting shall be valid, notwithstanding an omission to give notice of the meeting to a person entitled to receive it, the passing or defeat of any resolution proposed at the meeting shall be voidable if notice was not given to so many persons that, if they had all voted at the meeting against the resolution, if it was passed at the meeting, or for the resolution if it was not so passed, the result of the voting would have been different from the result declared by the chairman.

(7)  If when required by this section a company fails to give notice of a meeting to a member, shareholder or debenture holder, or to send him the documents required by section 125(2) and (3) and by section 126(1) in connection with the meeting, every officer of the company who is in default shall be guilty of an offence punishable by a fine not exceeding one thousand rupees.

(8)  If a company refuses to permit any person to inspect the documents referred to in an advertisement published under subsection (4) of this section at the address given in the advertisement, every officer of the company who is in default shall be guilty of an offence punishable by a fine not exceeding one thousand rupees.

(9)  This section shall apply notwithstanding anything contained in the memorandum or articles of the company, or in a debenture trust deed or any debenture, or in any other contract or instrument.

128.—(1) Any person entitled to attend and vote at a general meeting of a company, or a meeting of a class of shareholders or debenture holders, shall be entitled to appoint another person (whether a member, shareholder or debenture holder of the class in question, or not) as his proxy to attend and vote on his behalf instead of him, and a proxy appointed to attend and vote instead of the person appointing him shall also have the same right as that person to speak at the meeting.

(2)  A proxy who may vote at a meeting shall be counted toward a quorum as if the person or persons whom he represents were personally present at the meeting.

(3)  A proxy may not vote at a general meeting or an adjournment thereof unless the instrument appointing him is delivered to the company not less than forty-eight hours before the time at which the meeting is to commence, or at which the adjournment thereof is to commence (as the case may be), and an instrument appointing a proxy which is so delivered shall be valid and effectual notwithstanding any provision in the memorandum or articles or in a debenture or debenture trust deed.

(4)  There shall be sent with each notice calling a general meeting or a meeting of shareholders or debenture holders a form of proxy appointment by which a person entitled to attend and vote at the meeting may appoint any person or persons he wishes to be his proxy, and by which he may indicate in respect of each resolution set out in the notice calling the meeting whether he wishes his proxy to vote for or against the resolution, or whether he empowers his proxy to vote as the proxy thinks fit.

(5)  If an advertisement of a meeting is published under section 127(4) the advertisement shall give an address in Seychelles from which forms for the appointment of proxies to attend and vote at the meeting may be obtained, arid, within ibrty-eight hours after receiving a written recast for that purpose, the company shall supply a form complying with subsection (4) to the person who makes the request and supplies an address in Seychelles to which the form is to be sent, but the company need not supply such a person with a form for the appointment of a proxy unless he provides the company with prima facie evidence that he is entitled to attend and vote at the meeting.

(6)  It shall be an offence punishable by a fine not exceeding one thousand rupees : —

(a)   for any person who sends a notice calling a general meeting of a company, or a meeting of a class of shareholders or debenture holders not to send with the notice a form of proxy appointment complying with subsection (4); or

(b)   for any person to publish an advertisement of a meeting under section 127(4) which does not give the information required by subsection (5) of this section; or

(c)   for a director or other officer of a company to fail to send a form of proxy appointment in conformity with subsection (4) to a person who requests the supply of such a form and otherwise satisfies the conditions of that subsection ; or

(d)   for any person to give or send to another person a form of appointment of a proxy to attend and vote at any general meeting or at any meeting of a class of shareholders or debenture holders, in which the name of any person has already been entered as the proxy to be appointed thereby, or in which an indication has already been made as to whether any proxy appointed thereby is to vote for or against any resolution mentioned therein, with intent to induce that other person, or any other person, to vote in that manner, or to appoint a proxy thereunder to represent him at the meeting :

Provided that nothing in this paragraph shall make it unlawful for any person to give or send to another a list of persons who are willing to act as proxies, or for any person to give or send to another written material advising or exhorting him or any other person to vote in a particular manner, or not to vote, at any meeting, or to appoint any named person to act as his proxy thereat.

(7) This section shall apply notwithstanding anything contained in the memorandum or articles of the company, or in a debenture trust deed or any debenture or other contract or instrument.

129. (1) The holder of a bearer share certificate issued by a company may, subject to the provisions of this section, attend, speak and vote at a general meeting of the company or at a meeting of the class of shareholders to which he belongs, or be represented at any such meeting by a proxy.

(2)  The holder of a bearer debenture may, subject to the provisions of this section, attend, speak and vote at a meeting of the class of debenture holders to which he belongs,

(3)  The rights mentioned in subsections (1) and (2) of this section may be exercised only if the holder delivers the bearer share certificate or bearer debenture (as the case may be) to the company not less than seven days before the day on which the meeting is to commence, or if the rights mentioned as aforesaid are to be exercised at an adjourned meeting, not less than seven days before the day on which the adjourned meeting is to commence, in either case accompanied by a written request for the issue of a voting certificate and a statement of the holder's name and an address in Seychelles to which communications may be sent to him.

(4)  Within two days after receiving the documents mentioned in the last foregoing subsection, the company shall send a voting certificate to the person who delivered the documents to it at the address given by him. The voting certificate shall state that person's name, the number of shares or debentures held by him and the number of votes which he is entitled to cast at the meeting or any adjournment thereof. On producing the voting certificate at the meeting or an adjournment thereof, the person named therein or his proxy may exercise the same rights in respect of the shares or debentures mentioned therein as if that person were entered in the company's register of mem bers or register of debenture holders (as the case may be) as the registered holder of those shares or debentures.

(5)  The person named in a voting certificate shall be entitled on surrendering it to the company to receive back the bearer share certificate or bearer debenture which he has delivered to the company, and the company shall not be liable to any person who has a better title to the shares or debentures represented thereby for having received the bearer share certificate or bearer debenture, or for having issued a voting certificate in respect of it, or for having allowed the holder of the voting certificate or his proxy to exercise rights in respect of the shares or debentures, or for having returned the bearer share certificate or bearer debenture to the holder of the voting certificate upon its surrender.

(6)  If the holders of bearer share certificates or bearer debentures are entitled to attend a meeting, the advertisement of the meeting published under section 127(4) shall contain a statement that the holders of bearer share certificates or bearer debentures (as the case may be) who wish to attend and vote in person or by proxy at the meeting or any adjournment of the meeting must deliver them to the company not less than seven days before the date of the meeting or the adjournment, and that the company will in return issue voting certificates which must be produced at the meeting or adjournment for the purpose of voting.

(7)  It shall be an offence punishable by a fine not exceeding one thousand rupees: —

(a)   for any person to publish an advertisement of a meeting under section 127(4) which does not contain the statement required by subsection (6) of this section in any case in which that subsection applies;

(b)   for a director or other officer of a company not to send a voting certificate to a person who makes a request for the purpose in conformity with subsection (3) of this section within two days after the request is received by the company ;

c) for a director or other officer of a company not to return a bearer share certificate or a bearer debenture to the person who delivered it to the company in exchange for a voting certificate, within seven days after a written request for the purpose, accompanied by the voting certificate, is received by the company, unless the company has before the expiration of that time received notice of the claim of another person to the bearer share certificate or bearer debenture.

(8) This section shall apply notwithstanding anything contained in the memorandum or articles of the company, or in a debenture trust deed or any debenture, or other contract or instrument.

130.—(1) If the memorandum or articles of a company permit postal voting at meetings of the company, the provisions of this section shall apply with respect to general meetings and meetings of all classes of shareholders or debenture holders of the company.

(2)  Any person entitled to attend and vote at such a meeting may vote at the meeting or at an adjournment thereof by delivering to the company not later than forty-eight hours before the time when the meeting or adjourned meeting is to commence (as the case may be) a written statement of the name of the person entitled to vote and the manner in which he wishes to vote on each or any of the resolutions set out in the notice calling the meeting.

(3)  A person who gives a postal vote shall be counted toward a quorum, and his postal vote shall be dealt with, as if he were personally present at the meeting and personally voted in the manner expressed in his postal vote.

131.—(1) The chairman of a general meeting of a company, or of a meeting of a class of shareholders or debenture holders, shall take the vote on any resolution proposed at the meeting by a show of hands, unless the number of postal votes (if permitted) and the number of proxy appointments indicating how the proxy is authorised to vote which have been delivered to the company show that the resolution or amendment will necessarily be passed or defeated, in which case the chairman shall so declare and and shall state the number of votes which have been so given in favour of and against the resolution.

(2)  Any provision contained in a company's memorandum or articles, or in a debenture trust deed or debenture, or in any other contract or instrument, shall be invalid insofar as it would have the effect either—

(a)   of excluding the right to demand a poll at a general meeting, or at a meeting of a class of shareholders or debenture holders, on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or

(b)   of making ineffective a demand for a poll on any such question which is made either —

(i) by not less than five persons having the right to vote at the meeting, or by their proxy or proxies; or

(ii) by a person or persons representing not less than one tenth of the total voting rights of all the persons having the right to vote at the meeting, or by his or their proxy or proxies.

(3)  The votes of a proxy shall be counted only if he attends the meeting at which he is authorised to vote and votes thereat. A proxy may vote on a show of hands and on a poll taken on any resolution.

(4) If a proxy appointment authorises a proxy to vote only in favour of, or only against, a resolution proposed at any meeting, his votes shall not be counted unless he votes in the manner in which he is authorised to vote.

(5) On a poll taken at any meeting, a person entitled to more than one vote, or a proxy for one or more persons entitled to more than one vote, may use some only of his votes, or may cast some of his votes in one way and some in another, and postal votes shall for this purpose be deemed to be votes given on a poll.

132.—(1) The chairman of any meeting shall declare the result of the voting on a poll, either at the meting, or at a continuation thereof if the meeting has been suspended for the purpose of taking a poll, and in the declaration he shall state the number of votes which have been cast for and against the resolution, and for and against any amendment proposed thereto: —

(a) by proxies authorised to vote only for or against the resolution or amendment:

(b)   by postal votes ;

(c)   in any other way ;

and he shall also state the number of votes cast which have not been counted because the chairman considers them not to have been validly cast.

(2)  A chairman who does not comply with the foregoing subsection, or who falsifies the result of a poll, shall be guilty of an offence punishable by a fine not exceeding ten thousand rupees.

(3)  A continuation of a meeting which has been suspended for the purpose of taking a poll shall not be considered for the purposes of this Ordinance as an adjournment of that meeting, and references to such a continuation or to an adjournment in the company's memorandum or articles, or in a debenture trust deed or a debenture, shall be construed accordingly.

133. A declaration in writing signed by all the persons entitled to attend a general meeting of a company, or by all the persons entitled to attend a meeting of a class of shareholders or debenture holders, shall have the same effect as a resolution in the same terms passed at a meeting duly called and held.

134. Where a resolution is passed at an adjourned meeting of—

(a)   a company;

(b)   the holders of any class of shares in a company ;

(c)   the holders of any class of debentures of the company ; or

(d)   the directors of a company ;

the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.

135.— (1) A printed or typewritten copy of every resolution or declaration to which this section applies shall within fourteen days after the passing or making thereof be delivered by the company to the Register.

(2) If an application is made to the court under the next following section, the company snail not be required to deliver a copy of the resolution or declaration under subsection (1) unless the court confirms the resolution or declaration in whole or part, and a copy of the resolution or declaration as so confirmed and a copy of the order of the court shall be delivered by the company to the Registrar within fourteen days after the order of the court is made.

(3)  A copy of every resolution or declaration which is required to be registered under this section and is for the time being in force shall be embodied in, or annexed to, every copy of the memorandum or articles issued after the passing of the resolution or the making of the declaration, or in the case of a resolution falling under paragraph (c) of subsection (4) or a declaration having the effect of such a resolution, to every copy so issued of the debenture trust deed under which the resolution was passed.

(4)  This section applies to : —

(a)   special resolutions passed at general meetings ;

(b)   resolutions passed at meetings of classes of shareholders under section 19(1);

(c)   resolutions passed at meetings of classes of debenture holders consenting to the alteration or abrogation of the rights, powers or remsdies of the debenture holders, or of the trustees of the debenture trust deed under which the debentures were issued ;

(d)   declarations made under section 133 having the effect of resolutions passed under any of the foregoing paragraphs.

(5)  If a company fails to comply with subsection (1) or subsection (2) of this section (whichever is applicable), the company and every officer of the company who is in default shall be liable to a default fine of one hundred rupees.

(6) If a company fails to comply with subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred rupees for each copy in respect of which default is made.

(7) For the purposes of the two last foregoing subsections, a liquidator of the company shall be deemed to be an officer of the company.

136.—(1) Within one month after a resolution has been declared by the chairman to have been passed or defeated at a general meeting of a company, or at a meeting of a class of shareholders, or debenture holders, any person aggrieved thereby may apply to the court for a declaration that the resolution was not passed or was not defeated, as the case may be.

(2)  Without prejudice to the generality of the expression, a person shall be considered to be an aggrieved person : —

(a)   if the resolution was proposed at a general meeting, and the applicant is a shareholder of the company; or

(b)   if the resolution was proposed at a meeting of a class of shareholders or of a class of debenture holders, and the applicant is a shareholder or de-debenture holder of that class ;

but a person shall not be considered as aggrieved by the passing of a resolution in favour of which he or his proxy voted, or by the defeat of a resolution against which he or his proxy voted.

(3)  An application may be made to the court under this section on the grounds that either : —

{a) the meeting at which the resolution was passed was not properly convened ; or

(b) any consent of a class of shareholders or debenture holders to an alteration or abrogation of the rights, powers of remedies of that class is required in order that the resolution shall be effectual, and no such consent has been given, or has been given in consequence only of the votes or acts of members of the class concerned who did not act in good faith in the interest of the members of the class as a whole ; or

(c) votes tendered at the meeting were improperly accepted or rejected by the chairman, and inconsequence the resolution was wrongly declared to have been passed or defeated ; or

(d) the chairman's declaration of the number of votes cast in favour of and against the resolution was incorrect, and in consequence the resolution was wrongly declared to have been passed or defeated ; or

(e) the resolution is inconsistent with any provision of this Ordinance which is binding on the company, or does not satisfy any conditions or requirements imposed by this Ordinance which are so binding ;

(f) the resolution passed at the meeting (not being a resolution authorised by this Ordinance to alter the memorandum or articles of the company, or a resolution authorised by this Ordinance, or by a debenture trust deed, or by debentures, to alter or abrogate the rights of the holders of debentures issued under the deed or of the holders of the debentures (as the case may be)) is inconsistent with the memorandum or articles, or with the terms of the debenture trust deed or the debentures ; or

(g) the resolution will, it carried out, result in a comtravention of this Ordinance or of any other law whatsoever; or

(h) the resolution was required by this Ordinance, or by the memorandum or articles of the company, or by a debenture trust deed, or by debentures to be passed by a majority greater than that required for the passing of an ordinary resolution, and although the resolution was passed by such a greater majority it was passed only in consequence of the votes of shareholders or debenture holders who did not act in good faith in the interest of members of the company as a whole, or of the shareholders of the class to which they belonged as a whole, or of the debenture holders of the class to which they belonged as a whole (as the case may be).

(4)  The right to apply to the court under this section shall be in addition to any other right conferred by this Ordinance on the holders of a fraction of the shares or debentures of a company to apply to the court to cancel any resolution.

(5)  On the hearing of an application under this section the court : —

(a) may confirm in whole or in part any resolution which has been declared to have been passed at a meeting, or may declare that such a resolution was not passed ; or

(b) may declare that a resolution which has been declared to have been defeated at a meeting was passed thereat and may confirm such a resolution in whole or in part, or may declare such a resolution to have been defeated.

(6)  The order of the court shall be substituted for the declaration of the chairman at the meeting that the resolution was passed or defeated, and all persons shall act accordingly.

(7)  If any application to the court is not made under this section, or under any other provision of this Ordinance which confers a right to make an application to the court on the holders of the fraction of the shares or debentures of a company, within one month after the declaration by the chairman of the meeting that the resolution in question has been passed or defeated, or if all applications made to the court under this section or any other provision of this Ordinance are dismissed, it shall thereafter be conclusively presumed that the resolution was passed or defeated as declared by the chairman, and if he declared the resolution to have been passed, that the meeting at which it was passed was duly convened and held and that the resolution is valid.

(8)  This section shall not apply to procedural resolutions.

137.—(1) Every company shall cause minutes of all proceedings of general meetings, meetings of classes of shareholders and debenture holders, and meetings of the directors and committees of directors of the company to be entered in books kept for that purpose.

(2)  The minutes of a general meeting or of a meeting of a class of shareholders or debenture holders shall set out in full the declaration made by the chairman under section 132(1) in respect of each resolution voted on at the meeting.

(3) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(4)  Where minutes have been made in accordance with the provisions of this section of the proceedings at any general meeting of the company, at any meeting of a class of shareholders or debenture holders, or at any meetings of the. directors or a committee of directors, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all resolutions declared by the chairman of the meeting to have been passed shall be deemed to be valid.

(5) If a company fails to comply with subsections (1) or (2) of this section, any officer of the company who is in default shall be guilty of an offence by a fine not exceeding one thousand rupees.

138.—(1) The books containing the minutes of proceedings of any general meeting of a company, and of any meeting of a class of shareholders or debenture holders, shall be kept at the registered office of the company, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any shareholder or debenture holder without charge.

(2)  Any shareholder or debenture holder shall be entitled to be furnished within seven days after he has made a request in that behalf to the company with a copy of any such minutes as aforesaid at a charge not exceeding one rupee for every hundred words copied.

(3)  If any inspection required under this section is refused, or if any copy required under this section is not sent within the proper time, every officer of the company who is in default shall be liable in respect of each offence to a line not exceeding one hundred rupees and further to a default fine of one hundred rupees.

(4)  In the case of any such refusal or default, the court may by order compel an immediate inspection of the books in respect of which an inspection has been requested, or may direct that the copies required shall be sent to the persons requiring them.