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7/27/2019 Directors and Company Meetings
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DIRECTORS AND
COMPANY MEETINGS
Group O-2
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COMPANY MEETINGS
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ROAD MAP
Statutory Meting
Annual General Meeting
Extraordinary General Meeting
General Meeting
Proper Authority Notice
Quorum
Chairman
Minutes
Requisites Of A
Valid Meeting
Ordinary
Special Requiring a Special NoticeResolutions
Appointment of a Proxy
Voting & PollProxy & Voting
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GENERAL MEETING
Statutory Meeting
Every company listed by shares or guarantee and having a share
capital has to commence
First meeting of the shareholders
Held once in a lifetime of the company
Statutory report to be forwarded by Board of Directors at least 21days prior to the meeting
Every member should receive a copy
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GENERAL MEETING
Annual General Meeting (AGM)
Held once in every year
Mandatory for public and private companies to hold this meeting Sec 166 to 168 provide on AGM
Takes up ordinary business or special business regarding the company
Notice of a minimum of 21 days to the members
Notice accompanied by a copy of directors report, audited accounts and
auditors report
Notice also contains a proxy form
Notice mentions date, time and place of business
Held at the registered office of the company
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GENERAL MEETING
Extraordinary General Meeting (EGM)
Meetings other than AGM is called EGM
Convened for special reason or urgent business that may arise
between two AGMs
Business transacted at such meetings is called special business
Either Board or Directors, Members or Company Law Board can
summon an EGM
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REQUISITES : VALID MEETING
Proper Authority
Notice of the Meeting
Length of the notice
Notice to Whom
Contents of notice
Quorum
Minimum number of persons who must be present in order to constitute a valid meeting
5 members in case of public companies and 2 members in case of private companies
Chairman of the Meeting
Presiding officer of the meeting
Minutes of the Meeting
Evidence of the meeting
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PROXY
A member can appoint another member as a proxy to
attend the meeting on his behalf and vote
Member of private company cannot appoint a proxy
Has to be in a written document duly signed by appointer
Has to be deposited 48 hours prior to the meeting
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VOTING & POLL
In a meeting for a decision to take place there has to be a
voting or poll
There are two ways to do so
Voting by show of hands
Voting by poll
The voting procedure is also to be decided by the members
or in case of conflict the Chairman shall announce voting
procedure
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RESOLUTIONS
Ordinary Resolution
Passed a general meeting with majority votes
Special Resolution
Only on special matters and requires majority of 3/4th to pass it
Requirement of Special Notice
Different kind of ordinary resolution
Notice of intention to move a resolution has to be given to the company by
the proposer
Notice to be given within 14 days of proposed date of meeting
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DIRECTORS
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ORGANIZATIONAL CHART
Corporate
Board Of
Directors
Management
Shareholders Stakeholders Creditors
Supervisory &
Enforcement
Authorities
Executive
Directors
Owner
Directors
Independent
Directors
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BOARD OF DIRECTORS (BOD)
Company is a distinct legal person but is not capable of thinking or acting
on its own
BOD share the responsibility of company management with general
body above it and managers and employees below it
Key functions that cannot be delegated:
Amendment of MOA and AOA
Bound by MOA and AOA
Primary powers vests in the members who won the company. General bodyonly makes regulations for governance of the company
Sources of power of the board:
Articles of Association
General body by drafting regulations
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DIRECTORS AS AGENTS AND
TRUSTEES
Relationship of a director with a company is seen as principal-
agentrelationship
Directors are agents of the company
Hence company which is liable for breach of contract and not
directors
However, this holds only if directors have acted within the scope
of authority as defined by law, AOA, etc
Directors are trustees of the properties of the contract
They become liable to the company for negligence and
misapplication
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APPOINTMENT OF DIRECTORS
Schemes for Appointment of Directors (Sec 255 and 265)
All directors retire at every AGM meeting of the company and new directors
appointed in their place
2/3rd of the directors are appointed in the retiring category. 1/3rd of thedirectors in this category retire every year, by rotation, in AGM
At-least 2/3rd of directors are appointed by proportional representation in a
general meeting and hold office for 3 years
Companies Act does not prescribe any academic or professionalqualifications for a director
A person is also not required to be a shareholder to be a director
AOA however prescribes a minimum share qualification
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REMOVAL OF DIRECTORS
Section 284 provides the procedures for removal of a director
Can be removed by ordinary resolution passed in the general meeting
Special notice of the removal is served to the members and also thedirector
Director is given an opportunity to make a representation against his
removal
Director is also entitled to be heard on his removal in the general meeting
Government, as the bearer of the larger interests of the society also has
the power to remove directors
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Thank You
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