Annexure D - Form in which sections 171-186 of the Act are to apply with respect to meetings of any class of debenture-holders of the company - Companies (Central Government’s) General Rules and Forms, 1956

Annexure 'D' (See Rule 7) Form in which sections 171-186 of the Act are to apply with respect to meetings of any class of debenture-holders of the company Length of notice for calling meeting. (1) A meeting of any class of debenture-holders of a company may be called by giving not less than twenty-one days' notice in writing. (2) A meeting may be called after giving shorter notice than that specified in sub-section (1), if consent is accorded thereto by debenture-holders holding not less than 95 per cent of the debentures of that class issued by the company. Contents and manner of service of notice and persons on whom it is to be served. (1) Every notice of a meeting shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat. (2) Notice of every meeting shall be given (i) to every debenture-holder of that class in any manner authorised by sub-sections (1) to (4) of section 53 in the case of any member or members of the company; (ii) to the persons entitled to a debenture of that class in consequence of the death or insolvency of a debenture-holder, by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased, or assignees of the insolvent or by any like description at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred; and (iii) to the auditor or auditors for the time being of the company in any manner authorised by section 53 in the case of any member or members of the company: [1] [Provided that where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighbourhood of the registered office of the company under sub-section (3) of section 53, the statement of material facts referred to in section 173 need not be annexed to the notice as required by that section but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the company.] (3) The accidental omission to give notice to, or the non-receipt of notice by, any debenture-holder or other person to whom it should be given shall not invalidate the proceedings at the meeting. Explanatory statement to be annexed to notice. (1) There shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular the nature [2] [of the concern or] interest, if any, therein, of every director, and the manager, if any: [3] [Provided that where any item of special business as aforesaid to be transacted at a meeting of the company relates to, or affects, any other company, the extent of shareholding interest in that other company of every director, and the manager, if any, of the first mentioned company shall also be set out in the statement if the extent of such shareholding interest is not less than twenty per cent of the paid-up share capital of that other company.] (2) Where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid. Quorum for meeting. (1) Unless the articles of the company provide otherwise, five debenture-holders of that class personally present shall be the quorum for the meeting of that class of debenture-holders and the provisions of sub-sections (2), (3) and (4) shall apply with respect thereto. (2) If within half an hour from the time appointed for holding a meeting of the class of debenture-holders, a quorum is not present, the meeting, if called upon the requisition of debenture-holders of that class shall stand dissolved. (3) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board of Directors may determine. (4) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the debenture-holders of that class present shall be a quorum. Chairman of meeting. (1) Unless the articles of the company otherwise provide, the debenture-holders of that class personally present at the meeting shall elect one of themselves to be the chairman thereof on a show of hands. (2) If a poll is demanded on the election of the chairman, it shall be taken forthwith in accordance with the provisions of this Act, the chairman elected on a show of hands exercising all the powers of the chairman under the said provisions. (3) If some other person is elected chairman as a result of the poll, he shall be the chairman for the rest of the meeting. Proxies. (1) Any debenture-holder entitled to attend and vote at the meeting shall be entitled to appoint another person (whether a debenture-holder of that class or not) as his proxy to attend and vote instead of himself: Provided that, unless the articles otherwise provide, a proxy shall not be entitled to vote except on a poll. (2) In every notice calling a meeting of the debenture-holders of a company the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a debenture-holder entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a debenture-holder of that class. If default is made in complying with this sub-section as respects any meeting, every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees. [4] [(3) Any provision contained in the Articles of a public company or of a private company which is a subsidiary of a public company, which specifies or requires a longer period than forty-eight hours before a meeting of the company for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit.] (4) If for the purpose of the meeting, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to any debenture-holder entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitations as aforesaid or wilfully authorises or permits their issues shall be punishable with fine which may extend to one thousand rupees: Provided that an officer shall not be punishable under this sub-section by reason only of the issue to a debenture-holder at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every debenture-holder entitled to vote at the meeting by proxy. (5) The instrument appointing a proxy shall (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it. (6) An instrument appointing a proxy, if in any of the forms set out below shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles. (7) Every debenture-holder entitled to vote at the meeting or on any resolution to be moved thereat shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged, at any time during the business hours of the company provided not less than three days' notice in writing of the intention so to inspect is given to the company. Voting to be by show of hands in the first instance. At any meeting a resolution put to the vote of the meeting shall, unless a poll is demanded under section 179, be decided on a show of hands. Chairman's declaration of result of voting on show of hands to be conclusive. A declaration by the chairman in pursuance of section 177 that on a show of hands, a resolution has or has not been carried, or has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the books, containing the minutes of the proceedings of the meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution. Demand for poll. (1) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf by at least five debenture-holders having the right to vote on the resolution and present in person or by proxy. (2) The demand for a poll may be withdrawn at any time by person or persons who made the demand. Time of taking poll. (1) A poll demanded on a question of adjournment shall be taken forthwith. (2) A poll demanded on any other question (not being a question relating to the election of a chairman which is provided for in section 175), shall be taken at such time not being later than forty-eight hours from the time when the demand was made, as the chairman may direct. The provision of this section shall not apply to meeting of any class of debenture- holders of a company. Restrictions on the exercise of voting right to be void. A public company, or a private company which is a subsidiary of a public company, shall not prohibit any debenture-holder of that class from exercising his voting right on the ground that he has not held his interest in the company for any specified period preceding the date on which the vote is taken or on any other ground. Right of debenture-holder of that class to use his vote differently. On a poll taken at a meeting, a debenture-holder entitled to more than one vote, or his proxy or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. Scrutineers at poll. (1) Where a poll is to be taken, the chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him. (2) The chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and to fill vacancies in the office of scrutineer arising from such removal or from any other cause. (3) Of the two scrutineers appointed under this section, one shall always be a debenture-holder of that class (not being an officer or employee of the company) present at the meeting, provided such a debenture-holder is available and willing to be appointed. Manner of taking poll and result thereof. (1) Subject to the provisions of this Act, the chairman of the meeting shall have power to regulate the manner in which a poll shall be taken. (2) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. Power of [Company Law Board] to order meeting to be called. (1) If for any reason it is impracticable to call a meeting in any manner in which it may be called, or to hold or conduct the meeting in the manner prescribed by this Act or the articles, the [5] [Company Law Board] may, either of its own motion or on the application of any director of the company or of any debenture-holder of the company who would be entitled to vote at the meeting (a) order a meeting to be called, held and conducted in such manner as the [6] [Company Law Board] thinks fit; and (b) give such ancillary or consequential directions as the [7] [Company Law Board] thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company's Articles. Explanation . The directions that may be given under this sub-section may include a direction that one debenture-holder of that class present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of debenture-holders of that class duly called, held and conducted. Form of Proxy [See section 176(6) above] I " Name of Company I/We ............................ of .............. in the district of ......................... being a debenture-holder/debenture-holders of the abovenamed company hereby appoint .......................... of .................. in the district of .......................................... or failing him ............. of ...................................................................... in the district of .............. as my/our proxy to vote for me/us on my/our behalf at the meeting of the class of debenture-holders of the company to which I/we belong to be held on the .............................. day of .............. 19....... and at any adjournment thereof. Signed this ............................ day of ............... 19......." *II " Name of Company I/We ............... of ............................................. in the district of .................. being a debenture-holder/debenture-holders of the abovenamed company, hereby appoint .................. of ................... in the district of ............... or failing him, ................. of ............................................. in the district of ............... as my/our proxy to vote for me/us on my/our behalf at the meeting of the class of debenture-holders of the company to which I/we belong to be held on the ..................... day of ............... 19......, and at any adjournment thereof. Signed this ............................ day of ............... 19......." * This form is to be used **in favour of/**against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit. ** Strike out whichever is not desired. ----------------------------------------- Notes:- [1] Inserted by GSR No. 195, dated 9-2-1961. [2] Substituted by GSR No. 195, dated 9-2-1961. [3] Inserted by GSR No. 195, dated 9-2-1961. [4] Substituted by GSR No. 195, dated 9-2-1961. [5] The word "Court" substituted vide GSR No. 289(E), dated 31-5-1991. [6] The word "Court" substituted vide GSR No. 289(E), dated 31-5-1991. [7] The word "Court" substituted vide GSR No. 289(E), dated 31-5-1991.