Company Meetings

As per the latest act 2013

Seminar class for A & B Section of

B. Com-II on 11-11-2014

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Basics

• Meaning of Meetings

• Kinds of Meetings

• Requisites of a valid meeting

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Meaning of meetings

• When two or more persons meet to discuss said common issues within their scope of interest and with specified norms.

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Kinds of Meeting-1

• 1. Meeting of the Member:

– A. General Meeting

• i. Annual General Meeting

• ii. Extra- Ordinary Meeting

– B. Class Meeting

2. Meeting of the Directors:

A. Board Meeting

B. Committee

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Kinds of Meeting-2

• 3. Meetings of the Creditors (Section 230):

– A. Meeting for voluntary winding up of the company (U/S 306)

– B. Meeting of the Debenture Holders

4. Final Meeting at dissolution ( Section 318):

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Requisites of a valid meeting-1

• 1. Properly Convened

• 2. Notice

• 3. Quorum

• 4. Chairman

• 5. Minutes

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Properly Convened

• 1. Proper Authority

– A. Board of Directors

– B. Members

– C. The Tribunal (NCLT) Side Note: Scams and Satyam

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Notice-1

• Notice of DHFL, Wipro, Tata Power

• Length of Notice: 21 days in writing or by electronic mode

• Shorter Notice: only if 95% of the paid up share capital members agree

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Notice-2

• Contents of Notice:

• 1. Place of the Meeting

• 2. Day of the meeting

• 3. Time of the Meeting

• 4. Type of Business

• 5. Mode of the Notice

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U/S 101 of 2013 Companies Act Notice can be send by Email

Notice-3

Ordinary Business Special Business

1. To consider accounts, Balance sheet and report of the BOD and Auditors

1. Any business other than ordinary business transacted at an AGM.

2. The Declaration of Dividend 2. An explanatory statement should be annexed to the notice for any Special Business.

3. The appointment of Directors in place of those retiring

4. The appointment of and fixing the remuneration of auditors

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Quorum

• Minimum quorum in Public Ltd Coy= 05

• However u/s 103 of Coy Law 2013

Present Number of Members

quorum

<1000 05

>1000 <5000 15

>5000 30

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Note:1. Preference shares and proxies are not counted for

quorum.2. Joint Holders are considered at single members

Chairman

• Powers of the Chairman:– 1. To preside over the meeting– 2. Power to decide priority of speakers– 3. Power to stop discussion– 4. Power to put motions to vote– 5. Right to use casting vote– 6. Power to expel disorderly persons– 7. To give ruling results of the voting– 8. Power to declare results of the voting– 9. Power to get chairman speech published– 10. To adjourn a meeting.

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Chairman-2

• Duties of the Chairman;– 1. To see the meeting is duly convened and is properly

constituted

– 2. To see that agenda is followed

– 3. To give reasonable opportunity to speak

– 4. Maintain decorum in the meeting.

– 5. Maintain the sense of the meeting

– 6. Exercise the casting vote

– 7. Observe strict impartiality

– 8. Record and sign and publish minutes

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Proxies

• U/S 105: A person appointed to represent another and vote at the meeting on behalf of another.

• Note: Restriction A proxy on number of persons acting upon is now 50 and not more than 10% of the total share capital

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Voting

• Online Voting

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