Seat Number (Number) - 125566

Seat Number (Words) – One Lakh Twenty-Five Thousand Five Hundred

Q1.
The provision of Proxy has been defined under Section 105 of the
Companies Act, 2013. A Proxy is an instrument in writing executed by a
shareholder authorizing another person to attend a meeting and to vote
thereat on his behalf and in his absence. In other words, if someone
attends a meeting in place of the shareholder, he is called a proxy. Any
member who is entitled to attend and vote in the meeting can appoint a
proxy.
It is important to note that the proxy form has to be submitted by the
member 48 hours prior to the meeting and if anyone is appointed as a
proxy within 48 hours, such appointment will be invalid.
In the case at hand, Mr. X has appointed two proxy instruments and in
such a scenario, where two proxy instruments by the same shareholder
are lodged of in such a manner that one is lodged before and the other
after the expiry of the date fixed for lodging proxies, the former will be
counted. The General meeting of the Public Company was scheduled to be
held on 15th December 2020, the proxy in favor of Mr. B was lodged on
12th December, 2020 which means that the proxy was appointed well
before 48 hours of the meeting whereas the proxy in favor of Mr. A was
appointed on 14th December 2020 which means that such appointment is
done only 24 hours prior to the meeting and for the appointment of the
proxy to be valid, he should have been appointed on or before 13 th
December,2020. The rejection by the company of the proxy in favor of
Mr. B is not justified as the rule of appointing before 48 hours was
followed in case of Mr. B as he was appointed on 12 th December i.e. 72
hours prior to the meeting. On the other hand, the proxy in favor of Mr. A
will be rejected as he was appointed only 24 hours prior to the meeting
which will be in violation of the statutory provision of filing the proxy form
48 hours before the meeting.
Section 105(4) specifies that if the articles of the Company mention that a
proxy has to be appointed in a longer period than 48 hours before the
meeting, as per Companies Act, 2013, 48 hours is the minimum period
before which proxy should be appointed and any proxy that is appointed
within 48 hours of the meeting will be invalid. Any provision contained in
the articles of a company which specifies or requires a longer period than
48 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 48 hours had
been specified in or required by such provision for such deposit.
Proxy appointed can be anyone, it is not necessary that he should be a
member, he cannot speak or give suggestions at a meeting and he can
vote only by Poll, he does not have the power to vote by show of hands.
At once, one proxy can be a proxy for 50 members but the total paid up
share capital of these members should not be more than 10% of the total
paid up share capital. If in notice sent to members before the meeting it
has been specified that proxy cannot be appointed and even than they go
ahead and do so there will be a fine of Rs. 5000/-. If one wants to see the
proxy list, they will have to submit notice to company 3 days before the
meeting and the list will be displayed 24 hours before the meeting. Lastly,
it is important to mention that the Instrument of appointing a proxy
should be in writing and should be signed by the appointer or his attorney
as per Section 105 (5) of the Companies Act, 2013.

Q2.
In order to make a meeting valid, the provisions regarding the following
should be complied with without any violation:
1. Notice (Section 101 of the CA, 2013)
2. Quorum (Section 103 of the CA, 2013)
3. Other Rules pertaining to the conduct of the meeting.
Quorum as defined under Section 103 of the Companies Act, 2013 means
the minimum number of members required to conduct the meeting.
According to Sub Section (1) (a) (iii) if the public company is having more
than 5000 members than the minimum number of members required to
form the quorum is 30. In the case at hand, ABC Ltd. is a public company
having 6000 members which means that for the meeting to be valid there
have to be at least 30 members in the meeting and in our case 25
members were present within the prescribed time and after two hours
100 more members had joined but a reading of Section 103 (2) mentions
that if the quorum couldn’t be formed within the prescribed time as in the
case at hand as the meeting was falling short of 5 members, we are
required to wait for half-an-hour for all to come and if still in those 30
mins the quorum is not formed then the meeting is adjourned for next
week- same day, same time and same place. In the present case, 100
more members joined the meeting after two hours and that would not be
counted as after waiting for 30 mins after the scheduled time for the
meeting, the meeting was adjourned. If in the adjourned meeting also the
quorum couldn’t be formed, then the meeting will be conducted with
whosoever is present
Therefore, the meeting will not be conducted on that day as the quorum
was not formed and there were only 25 members present and for the
meeting to be valid there should have been at least 30 members that day.
The meeting, if called on the requisition of members, shall stand dissolved
[Sec. 174 (3)] if the quorum is not formed on the prescribed day and the
meeting will directly be cancelled and will not be adjourned.
If at the adjourned meeting also a quorum is not present within half an
hour from the time appointed for holding the meeting, the members
present shall constitute quorum [Sec. 174 (5)]. However, the above
provisions shall not be applicable if the articles of the company otherwise
provide [Sec. 174 (2)]. But this does not mean that the number of
members personally attending can be less than two. A single person
cannot constitute a valid meeting except in certain cases only.
A proper notice in writing to every member of the company is required by
law for the holding of every valid meeting as per section 101 of the
Companies Act, 2013. Notice must be given even though a member has
waived his right to have notice. It must disclose the purpose for which the
meeting is called. It must be given at least 21 clear days before the date
of the meeting. In calculating 21 days, the date of receipt of notice and
the date of the meeting should be excluded [Sec. 171 (1)]. Articles may
provide for a notice longer than 21 days, but not shorter than 21 days. In
case the notice is sent by post then the notice should be 25 days clear
and if it sent through advertisement or electronic mode it should be 23
days clear from the meeting. The consent of the members for shorter
notice may be obtained either at the meeting or before the meeting. It
may also be obtained after the meeting and the post consent will validate
the resolution originally passed without sufficient notice. It is usual to
obtain it by asking the shareholders to sign a form of consent. and in our
case the 21-day clear notice has been sent which as far as notice is
concerned the requirement has been met but due to the fact that the
quorum couldn’t be formed the meeting will not be valid for that day and
it will be adjourned. It is important to mention that the Chairman in the
meeting did not discuss one topic but that is immaterial because the
meeting in the first place could not have been conducted.

Q3.
If the shareholders of a company feel that the company is carrying out
activities that are against public interest they can make an application to
the Tribunal under section 241 of the Companies Act, 2013 under
oppression and in the present case as well the 8 shareholders are of the
view that activities that are opposed to public policy are being carried out,
before we understand the process the members can use to solve this
problem, it is important to understand what Oppression and
Mismanagement is.
Oppression means, lack of morality and fair dealings in the affairs of the
company which may be prejudicial to some members of the company and
in the context of company, it means depriving of one or more
shareholders of their legitimate expectations or other unfair treatment by
the controlling shareholders. “Mismanagement” means a situation in
which something such as a company or an economy is organized or
controlled badly. The company's conduct is against the best interest of
public interest as well as principles of fair dealing as is evident in the case
at hand.
In Shanti Prasad jain v. Kalinga Tubes 1965 SC it was held that the
conduct complained should involve a visible departure from the standards
of their dealing, and a violation of the conditions of fair play on which
every shareholder who entrusts his money to the company is entitled to
rely and it is not necessary that the act of the company needs to be illegal
or in violation of any statutory provision. Oppression is a phenomenon
which one has to infer from facts and circumstances of the case by
examining impact of the act on complaining members. For an act to be
oppressive, it can simply be not calling a general meeting and keeping the
shareholders in dark, Non-maintenance of statutory records, Depriving a
member of the right to dividends, Issue of further shares benefitting a
section of the shareholders, Sending notice to a shareholder to a place
where he did not reside, etc.
Section 241 lays down the process which the members can follow to raise
a complaint against the unfair activities of the company. Any member of a
company who complains that— 
(a) the affairs of the company have been or are being conducted in a
manner prejudicial to public interest or in a manner prejudicial or
oppressive to him or any other member or members or in a manner
prejudicial to the interests of the company; or 
(b) the material change, not being a change brought about by, or in the
interests of, any creditors, including debenture holders or any class of
shareholders of the company, has taken place in the management or
control of the company, whether by an alteration in the Board of
Directors, or manager, or in the ownership of the company‘s shares, or if
it has no share capital, in its membership, or in any other manner
whatsoever, and that by reason of such change, it is likely that the affairs
of the company will be conducted in a manner prejudicial to its interests
or its members or any class of members, may apply to the Tribunal,
provided such member has a right to apply under section 244, for an
order under this Chapter.
(2) The Central Government, if it is of the opinion that the affairs of the
company are being conducted in a manner prejudicial to public interest, it
may itself apply to the Tribunal for an order under this Chapter.
Section 244 of the Companies Act, 2013 mentions that the following
members of a company shall have the right to apply under section 241,
namely: —
(a) in the case of a company having a share capital, not less than one
hundred members of the company or not less than one-tenth of the total
number of its members, whichever is less, or any member or members
holding not less than one-tenth of the issued share capital of the
company, subject to the condition that the applicant or applicants has or
have paid all calls and other sums due on his or their shares;
(b) in the case of a company not having a share capital, not less than
one-fifth of the total number of its members.
(2) Where any members of a company are entitled to make an application
under subsection (1), any one or more of them having obtained the
consent in writing of the rest, may make the application on behalf and for
the benefit of all of them.
Section 242 says that if, on any application made under section 241, the
Tribunal is of the opinion—
(a) that the company’s affairs have been or are being conducted in a
manner prejudicial or oppressive to any member or members or
prejudicial to public interest or in a manner prejudicial to the interests
of the company; and
(b) that to wind up the company would unfairly prejudice such member or
members, but that otherwise the facts would justify the making of a
winding-up order on the ground that it was just and equitable that the
company should be wound up, the Tribunal may, with a view to bringing
to an end the matters complained of, make such order as it thinks fit and
this will help the members to solve their problem against the activities of
the company.