Clause 126 - Insertion of new section 23A. - Finance Bill, 2021

Insertion of new section 23A. 126. After section 23 of the principal Act, the following section shall be inserted, namely:- Annual general meeting and other general meetings. 23A. (1) An annual general meeting or other general meeting of members shall be held in each financial year at such time as the Board may specify, at the central office of the Corporation or at such other place in India as the Central Government may permit on the recommendations of the Board: Provided that not more than fifteen months shall elapse between the date of one annual general meeting of the Corporation and that of the next: Provided further that notwithstanding anything contained in this section, general meeting shall be held only when the Corporation has members other than the Central Government who are entitled to vote: Provided also that until the first annual general meeting or other general meeting is held, the Board shall perform all the functions required to be performed in such meeting. (2) The members present at an annual general meeting shall be entitled to- (a) discuss the financial statements of the Corporation as referred to in section 24B and the auditor s report as referred to in section 25B, which shall be accompanied by the report of the Board as referred to in section 24C, and to adopt the financial statements, along with all the documents which are required to be attached to such financial statements under this Act; (b) discuss and adopt the Annual Report prepared under section 27; (c) approve a declaration of dividend under subsection (1) of section 28B; (d) approve the appointment of directors under subsection (4) of section 4; (e) approve the appointment of auditors under subsections (1) and (4) of section 25 and fix their remuneration under sub-section (7) of section 25. (3) Every member shall be entitled to attend a general meeting, whether in person or by proxy or by duly authorised representative: Provided that every director shall also be entitled to attend a general meeting, whether in person or through electronic means: Provided further that all notices of, and other communications relating to, any general meeting shall be forwarded to the auditor appointed for the Corporation, and such auditor shall, unless exempted by the Corporation, attend any general meeting either in person or through authorised representative who is qualified to be an auditor, and shall have the right to be heard at such meeting on any part of the business which concerns him as the auditor. (4) A member who is entitled to vote may exercise his vote at a general meeting in person or by proxy or by duly authorised representative. (5) Persons entitled to attend and to exercise vote at a general meeting may also do so through electronic means, and the manner of attendance and exercise of vote shall be such as may be prescribed. (6) No business other than that specified in sub-section (2) shall be transacted or discussed at the annual general meeting, except with the consent of the Chairperson, unless not less than six weeks notice of the same has been given to the Chairperson either by the Central Government or by at least hundred members who have the right to vote at the meeting: Provided that such a notice shall be in the form of a definite resolution to be put to the meeting, and that such resolution shall be included in the notice of the meeting. (7) Save and except with the consent of the Chairperson, no business other than that for which a general meeting has been convened shall be transacted or discussed at the meeting. (8) No general meeting shall be proceeded with and no business shall be transacted at any general meeting unless members constitute such quorum as may be prescribed: Provided that where a meeting could not be held for want of quorum, it may be adjourned and held in such manner as may be prescribed. (9) The Corporation shall cause the minutes of all proceedings of general meetings to be entered in books kept for that purpose. .