Understanding the Essentials of Company Meetings
In the context of a company, a meeting involves the gathering of individuals to discuss and transact business outlined in the agenda, after issuing prior notice. Various types of meetings such as members, directors, creditors, and more have distinct requisites for validation. Key elements include proper convening, legal constitution, quorum presence, notice serving, and appointment of a chairman for effective proceedings.
Download Presentation
Please find below an Image/Link to download the presentation.
The content on the website is provided AS IS for your information and personal use only. It may not be sold, licensed, or shared on other websites without obtaining consent from the author. Download presentation by click this link. If you encounter any issues during the download, it is possible that the publisher has removed the file from their server.
E N D
Presentation Transcript
MEANING OF MEETING In the context of a company , the word meeting implies the coming together of a certain number of transacting the business in the agenda, for which a previous notice has been given.
KIND OF MEETING MEETING ( A)Members (B)Directors (C)creditors (D)Find meeting at dissolution General Class Board committee Debenture holders Creditors & Contribution in winding up Annul general meeting Extraordinary general meeting
REQUISITES OF A VALID MEETING MEETNG PROPERLY CONVENED LEGALLY CONSTITUTED 1.The meeting must be duly convened 1. A quorum must be present 2.A proper notice must be served in 2.A chairman must preside . the prescribed manner to all the 3. Minutes of the proceedings of the persons entitled to the notice meeting shall be kept.
1..PROPERLY CONVENED 1.POPER AUTHORITY (1) Board of Directors (2) The tribunal . An AGM can be called by Tribunal u/S 97
2.. NOTICE 1. Legally of notice 2.Contents of the notice 3.Mode of notice 4.Document Accompanying the notice
3..PROPER QUORUM (SEC.103) Public company 5 Members present Any other com. 2 members present Articles may prescribe a larger quorum than provided u/s 103
4.. CHAIRMAN OF MEETING (SEC. 104) 1.Appointment of chairman 2.Election of chairman
REQUISITES OF A VALID MEETING A VAILD MEETING IS ONE WHICH SATISFISE 3CONDITIONS IEGALY CONSITUTED PROPERLY CONVEND PROPERLY CONDUCTED
MEETING WHICH IS PROPERLY CONVENED Board of directors : the articles of associations of company normaily empower the board of directors to convence general meeting members: if the directors do not call the meeting then requisitionists members u/s 100 are eligible to call EGM The tribunal
NOTICE SEC 101 A valid otice requirement of a valid meeting is that all those who are concemed with business of the meeting and are entitled to attend it, are communited of the date time and business of the meeting .
Business at meeting AGM EGM ORDINARY BUSINESS SPECIAL BUSINESS ALL BUSINESS ARE SPECIAL
Meeting to be legally constituted Proper quorum sec 103 act 2013 quorum means the minimum number of members who must be present in order to constitute a valid meeting and to validly transact business at the meeting .if the quorm is not present the meeting shall not be valid and therefore the proceeding of such meeting shall be invalid.
To preside over the meeting Power to decide of speakers Power of stop discussion Right to use casting votee To give rulling on point of order Power to get chairman s speach Power to get declare results of the voting
PRESENCE OF DIRECTORS AND AUDITORS Directors ; if any directors is unable to attend the meeting the chairman shall explain such absence at the meeting . The chairman of the audit committee nomination and remuneration committee and the stakeholders relationship committee,.
Company law Company meeting & resolutions
CONDUCT OF E-VOTING Every company that is required or opts to provide e-voting facility to its members shall company with the provision in this regard. Every company providing e-voting facility shall offer such facility to all members irrepective of whether they hold shares in physical form or in dematerialised form . Board approvel Notice
Rescinding of resolutions A resolution passed at a meeting should not be rescinded other than by a resolution passed at a subsequent meeting Distribution of gifts No gifts ,gift coupons,or cash in lieu of gifts should be distributed to members at or in connection with the meeting Reading a report /certificate The qualification ,observation or comments or other remarks on the financial transaction or matters which have any adverse effect on the functioning of the company if any mentioned in the auditor report shall be read at the annual general meeting and attention of the member present shall be drawn to the explations/comments given by the board of directors in their report.
Adjournment of meetings/ minutes A duly convened meeting should not be adjourned arbitrarily by the chairman the chairman may adjourn a meeting with the consent of the members and shall adjourn a meeting if so decided b the members. 1. Every company shall keep minutes kept in accordance with the provisions of the act evidence the proceeding recorded therein. 2. Maintenance of minutes 3. Minutes shall be recorded in books maintained for that purpose.
Minutes Contents of minutes General Contents Minutes shall record the names of the Directors and the company secretary present at the Meeting. Specific Contents The Record of presence of quorum. Summary of the clarification provided on various agenda items.
Preservation of minutes and other records The minutes of all meeting should be preserved permanently in physical or electronic form with timestamp where under a scheme of arrangement a company has been merged or amalgamated with another company , the minutes of all meeting of the transfer or company should be preserved permanently by the transferee company, notwithstanding the fact that the identity of the transferor company may not survive such arrangement.
REPORT ON ANNUAL GENERAL MEETING THE DAY ,DATE ,TIME AND VENUE OF THE ANNUAL GENERAL MEETING CONFIRMATION WITH RESPECT TO APPOINTMENT OF CHAIRMAN OF THE MEETING NUMBER OF MEMBERS ATTENDING THE MEETING CONFIRMATION OF QUORUM ANY OTHER POINTS RELEVENT FOR INCLUSION IN THE REPORT.
THE annual return of a company shall disclose the date of AGM held during the financial DISCLOSURE
