Explain in detail the proceeding at General Meeting with the reference to the companies Act 1965 and at least

two decided cases. Quorum for general meeting-no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Section 147 state that two members present in person is a quorum, everything depend on the Articles of Association. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day into another day and at such other time and place as the directors may determine. Usually director preside as chairman at every general meeting of the company, or if there is no chairman, and if the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members can elect either one of their number to be chairman of the meeting. An example for a case is El Sombrero Ltd, [1958] The company consisted of only three members. No general meeting of the company was ever held .The quorum for general meeting was two persons present in person or by proxy. Two of the members were unwilling to attend any meeting of the company .The third member who held 90% of the shares of the company applied (under 147 of the companies Act 1965) for an order convening a meeting and directing that one person present in person or by proxy to constitute quorum. But this was opposed by the other two members. So in this case there was no impracticability as to convening the meeting but the problem was that the convened meeting could not be conducted because there was reasonable expectation that insufficient members would be present at the meeting either in proxy or in person so as to constitute a quorum. Conclusion court tried to make distinction between impracticability and impossibility. Impracticability means whether as a practical matter, the desired meeting of the company can be convened or not. In this case it could be convened. But the person who ought to convene the meeting was willfully abstaining from doing so. Hence the implication would be that there was impossibility of holding and conducting the meeting.

Quorum as he word meeting prima facie means a coming together of more than 1 person ,so one person cannot constitute a meeting, even he attends in more than one capacity or hold proxies for other personsExample of case is SHARP V DAWES (1876)the fact one shareholder holds proxies for other shareholders. A meeting was held and a resolution was passed by the only shareholder. So the Court of Appeal ruled that since the meeting was convened by one shareholder, the resolution passed was not valid. At general meeting the common law rule is that ,a resolution put a meeting is normally decide by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman ,and the requirement demand for a poll at any five members present in person or by proxy, secondly, any member or members present in person or by proxy and representing not less than 10% of the total voting rights of all the members having the right to vote at the meeting; or by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right.

Each member entitled to vote may vote in person or by proxy and on a show of hands every person present who is member or a representative of a member shall have one voteSection 147 and on a poll every member present in person or by proxy or other duly authorized representative shall have one vote for each share he holds. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

A member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote. A bankrupt shareholder also may vote if he is still on the register whether on a show of hands or on a poll by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at the meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive Section 157 is about minutes. The books containing the minutes of proceedings of any general meeting shall be kept by the company at the registered office of the company, and shall be open to the inspection of any member without charge. Any member shall be entitled to be furnished within fourteen days after he has made a request in writing in that behalf to the company with a copy of any minutes specified in subsection .Minutes are evidence of proceedings of the meetings. Where the minutes have been signed and entered into the book, then it is prima face eveidence that the meeting has been duly held and convened and that proceedings were duly conducted-section 156(a)