Section 188 - Circulation of members' resolutions. - Companies Act, 1956

Circulation of members' resolutions. 188. (1) Subject to the provisions of this sec tion, a company shall, on the requisition in writing of such number of members as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists, (a) give to members of the company entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting; (b) circulate to members entitled to have notice of any general meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution, or any business to be dealt with at that meeting. (2) The number of members necessary for a requisition under sub-section (1) shall be (a) such number of members as represent 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. (3) Notice of any such resolution be given, and any such statement shall be circulated, to members of the company entitled to have notice of the meeting sent to them, by serv ing a copy of the resolution or statement on each member in any manner permitted for service of notice of the meeting; and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company: Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting, and where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4) 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 requisition ists) is deposited at the registered office of the company (i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; (ii) in the case of any other requisition, not less than two weeks 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, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy, although not de posited within the time required by this sub-section, shall be deemed to have been prop erly deposited for the purposes thereof. (5) The company shall also not be bound under this section to circulate any statement if, on the application [1] either of the company or of any other person who claims to be ag grieved, the [2] [Central Government] is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the 2[Central Government] may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application. [3] (6) A banking company shall not be bound to circulate any statement under this sec tion, if, in the opinion of its Board of directors, the circulation will injure the interests of the company. (7) Notwithstanding anything in the company's articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this sub-section, notice shall be deemed to have been so given, notwithstanding the accidental omission, in giv ing it, of one or more members. (8) If default is made in complying with the provisions of this section, every officer of the company who is in default, shall be punishable with fine which may extend to [4] [fifty thousand rupees]. ----------------------------------------- Notes:- [1] Fees prescribed is Rs. 50. On notification of the commencement of the amendment, power will be transferred to the Central Government. [2] Substituted for "Company Law Board" by the Companies (Second Amendment) Act, 2002, w.e.f. a date yet to be notified. Earlier the quoted words were substituted for Court by the Companies (Amendment) Act, 1988, w.e.f. 31-5-1991. [3] Fees prescribed is Rs. 50. On notification of the commencement of the amendment, power will be transferred to the Central Government. [4] Substituted for "five thousand rupees" by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.