Section 264 - Miscellaneous Matters Relating To Meetings And Proceeding

(1) The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting and the business to be transacted shall be given as in the case of an original meeting, but if otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

(3) If within one 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, but in any other case, it 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 chairman, and in his absence the directors, may direct.

(4) If a meeting stands adjourned under subsection (3) any two or more members present at the place and time to which it so stands adjourned shall form a quorum and their decision shall bind all shareholders, and where only one member is present, he may seek the direction of the Court to take a decision.

(5) The provisions of this section do not apply to a company with one member.

265. (1) The chairman, of the board of directors shall preside as chairman at every general meeting of the company, and if there is no such chairman, if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one among themselves to be chairman of the meeting.

(2) If at any meeting no director is willing to act as chairman or no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one among themselves to be chairman of the meeting.

(3) The duties and powers of the chairman includes a duty to-

(a) preserve order and power to take such measures as are reasonably necessary to do so;

(b) see that proceedings are conducted in a regular manner;

(c) ensure that the true intention of the meeting is carried out in resolving any issue that arises before it;

(d) ensure that all questions that arise are promptly decided; and

(e) act in the interest of the company.

(4) The Chairman shall cast his vote in the interest of the company as a whole, but if he is a shareholder, he may cast it in his own interest.

(5) The Chairman has power to adjourn a meeting in accordance with section 264 (1) of this Act.

(6) The chairman of a public company shall not act as the chief executive officer of such company.