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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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<strong>WABCO</strong>-<strong>TVS</strong> (<strong>INDIA</strong>) <strong>LIMITED</strong> <strong>INFORMATION</strong> <strong>MEMORANDUM</strong><br />

Chairman of<br />

General Meeting.<br />

Business confined<br />

to election of<br />

Chairman while<br />

chair vacant.<br />

Chairman with<br />

consent may<br />

adjourn meeting<br />

Questions at<br />

General Meeting<br />

how decided<br />

Chairman’s<br />

casting vote.<br />

85.<br />

86.<br />

and place or to such other day and at such other time and<br />

place in the city or town in which the Office of the Company is<br />

for the time being situate, as the Board may determine, and if<br />

at such adjourned meeting a quorum is not present at the<br />

expiration of half an hour from the time appointed for holding<br />

the Meeting, the Members present shall be a quorum, and<br />

may transact the business for which the Meeting was called.<br />

The Chairman (if any) of the Board shall be entitled to take the<br />

Chair at every General Meeting, whether Annual or<br />

Extraordinary. If there be no such Chairman of the Board, or if<br />

at any Meeting he shall not be present within fifteen minutes of<br />

the time appointed for holding such Meeting, or if he shall be<br />

unable or unwilling to take the Chair then the Managing<br />

Director shall be entitled to take the Chair and failing him the<br />

Directors present may choose one of their number to be the<br />

Chairman of the Meeting. If no Director be present or if all the<br />

Directors present decline to take the Chair, then the Members<br />

present shall elect one of their number to be the Chairman.<br />

No business shall be discussed at any General Meeting except<br />

the election of a Chairman, while the Chair is vacant.<br />

87. The Chairman with the consent of the Members may adjourn<br />

any Meeting from time to time and from place to place in the<br />

city or town in which the office of the Company is for the time<br />

being situate, but no business shall be transacted at any<br />

adjourned Meeting other than the business left unfinished at<br />

the Meeting from which the adjournment took place.<br />

88. At any General Meeting a resolution put to the vote of the<br />

Meeting shall, unless a poll is ordered by the Chairman of the<br />

Meeting, be decided on a show of hands. A declaration by the<br />

Chairman, that a resolution has on a show of hands has been<br />

carried or carried unanimously or by a particular majority or<br />

lost and an entry to that effect in the minutes book of the<br />

Company shall be conclusive evidence of the fact without proof<br />

of the number or proportion of the votes recorded in favour of<br />

or against that resolution. Before or on the declaration of the<br />

result of the voting on any resolution on a show of hands, a poll<br />

may be ordered to be taken by the Chairman of his own motion<br />

and shall be ordered to be taken by him on a demand made in<br />

that behalf by any Member or Members present in person or by<br />

Proxy and holding shares in the Company which confer a power<br />

to vote on the resolution not being less than one-tenth of the<br />

total voting power in respect of the resolution or on which an<br />

aggregate sum of not less than fifty thousand rupees has been<br />

Paid up.<br />

89. In the case of an equality of votes, the Chairman shall both on<br />

a show of hands and at a poll (if any) have a casting vote in<br />

addition to the vote or votes to which he may be entitled as a<br />

Member.<br />

Page 86 of 95

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