Q.Explain the rights of members of a company.

A member's rights are best organised under three heads — what the Act itself guarantees, what the charter documents guarantee, and what treats the shareholding as property.

A member's rights are conveniently grouped under three heads:

Statutory Rights — conferred directly by the Companies Act, 2013, and not something the company can take away through its own Articles:

• Right to receive notice of every general meeting (Section 101).
• Right to attend and vote at general meetings (Section 47), generally in proportion to shareholding.
• Right to appoint a proxy (Section 105).
• Right to requisition an Extraordinary General Meeting, if holding the prescribed minimum shareholding (Section 100).
• Right to receive the company's financial statements and Board's Report annually (Section 136).
• Right to inspect statutory registers and minutes of general meetings (Sections 94 and 119).
• Right to receive dividend once declared (Section 123).
• Pre-emptive right to be offered a further issue of shares before outsiders (Section 62).
• Right to receive a share certificate (Section 46).
• Right to apply to the NCLT for relief against oppression and mismanagement (Sections 241–242).
• Right to transfer shares (Section 44), subject only to a reasonable Articles-based restriction for a private company.

Documentary Rights — arising from the company's own charter documents:

• Right to inspect and obtain copies of the Memorandum and Articles of Association (Sections 17 and 399).
• Right to have the company's affairs conducted in accordance with those documents.

Legal/Proprietary Rights — rights that treat the shareholding as an item of property: …