directors and company meetings

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

directors and company meetings

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