2. Meaning
The management of a company's business is
necessarily left to the discretion of the directors.
However the ultimate control of the actions of
the Board of directors is vested in the members
or shareholders of the company, and from time
to time they must meet to ratify, or express their
disapproval of, the directors’ past conduct, and
to consider their future plans.
The members express their will at general
meetings by passing resolutions.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
3. Classification of meeting
General meetings –These are meetings of all the
members of the company, which include-
1) Statutory meetings,
2) Annual general meetings, and
3) Extraordinary meetings
Class meetings of shareholders of different classes of
shares where a company has more than one class of
shares.
Meetings of creditors and debenture-holders.
a) During the lifetime of the company, and
b) At the time of winding up of the company.
Meetings of directors.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
4. General meetings of Shareholders:
Statutory Meetings (Sec.165)
Statutory Meetings-Every company limited by shares and
every company limited by guarantee and having share capital
shall, within a period of not less than one month nor more
than six months from the date at which company is entitled to
commence business, hold a general meeting of the members
of the company.
This is the first meeting of the shareholders of a public
company and is held only once in the lifetime.
Statutory Report-
1. The board of directors shall, at least 21 days before the day
on which the meeting is to be held, forward a report, called
the ‘statutory report’, to every member of the company. But
if all the members entitled to attend and vote at the meeting
agree, the report could be forwarded later also.
2. The notice of meeting shall mention that the meetings is a
statutory meeting.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
5. Contents of statutory report
1. Total shares allotted- The total number of shares
allotted, distinguishing those fully or partly paid-up,
otherwise than in cash, the extent to which partly paid
shares are paid-up, and in both cases the consideration
for which they were allotted.
2. Cash received- The total amount of cash received by
the company in respect of all shares allotted,
distinguishing as aforesaid.
3. Abstract of receipts and payments- An abstract of
the receipts and payments upto a date within 7 days of
the date of the report and the balance of cash and bank
accounts in hand, and an account of preliminary
expenses.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
6. Contents of statutory report
4. Directors and auditors- The names, addresses and
occupations of directors, auditors, manager and
secretary, if any, of the company and the changes
which have taken place in the names, addresses and
occupations of the above since the date of
incorporation.
5. Underwriting contract- If the company has entered
into any underwriting contracts, the extent, if any, to
which they have not been carried out and the reasons
for the failure.
6. Arrears of calls- The arrears, if any, due on calls from
every director and from the manager.
7. Commission and brokerage- The particulars of an
commission or brokerage paid or to be paid, in
connection with the issue or sale of shares or
debentures to any director or to the manager.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
7. Certification of report
The statutory report shall be certified as correct
by not less than 2 directors of the company. One
of these directors shall be managing director.
The auditors of company shall also certify it as
correct as regards its first three contents.
The board shall deliver a copy of the certified
statutory report to the Registrar for registration
forthwith, after copies thereof have been sent to
the members of the company.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
8. Procedure at meeting
List of members-At the commencement of the statutory
meeting, the Board shall produce a list showing the names,
addresses and occupations of the members of the company
and number of shares held by them respectively. The list shall
remain open and accessible to any member of the company
during the continuance of the meeting.
Discussion of matters relating to formational aspect.-The
members present at the meeting shall be at liberty to discuss
any matter relating to the formation of the company. They
may also discuss any matter arising out of the statutory
report. Previous notice for such discussion is not necessary.
However, no resolution may be passed of which notice has
not been given in accordance with the provisions of the Act.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
9. Contd..
Adjournment-The meeting may adjourn from time to
time. At any adjourned meeting, any resolution (of
which notice has been given), whether before or after
the former meeting, may be passed. An adjourned
meeting shall have the same powers as the original
meeting. The object of the adjournment may be to
provide members with additional information as to the
company's affairs.
Consequences of default-If default is made in
complying with the provisions of Sec. 165, every
director or any other officer of the company who is in
default shall be punishable with fine which may extend
to Rs. 5000.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
10. Annual general meeting (Sec. 166 and 167)
Must be held by every type of company, public or private,
limited by shares or by guarantee, with or without share
capital or unlimited company, once a year.
Every company shall in each year hold in addition to any
other meetings as its general meetings.
Company must be specified the meeting as such in the notice
calling it.
Not more than 15 months must elapse between two annual
general meetings.
However, a company may hold its first annual general
meeting within 18 months from the date of its incorporation.
In such a case, it need not hold any annual general meeting in
the year of its incorporation as well as in the following year
only.
Year means calendar year.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
11. Contd..
Example- A company incorporated on October 1, 2011may
hold its first annual general meeting by April 1, 2013and no
other meeting will be necessary either for 2012 or 2013.
The registrar may, for any special reason, extend the time of
holding any annual general meeting by a period not
exceeding 3 months. But no extension time is granted for
holding the first annual general meeting.
Shree Meenakshi Mills Co. Ltd. V. Assistant Registrar of
companies case- The annual general meeting of a company
called in December 1934 was adjourned and held in March
1935.the next meeting was held in January , 1936, no other
meeting being held in 1935.The company was prosecuted for
failure to call the annual general meeting in 1935.The
company contented that it did hold a meeting in the year
1935, but it was held by the court that the meeting in march
1935 was the adjourned meeting of 1934.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
12. Contd..
The AGM must be held on a working day during business
hours at the registered office of the company or at some other
place within the city, town or village in which the registered
office of the company is situated.
A notice of at least 21 days before the meeting must be given
to members unless consent is accorded to a shorter notice by
members, holding not less than 95% of voting rights in the
company.
The notice must state that the meeting is an annual general
meeting. The time, date and place of the meeting must be
mentioned in the notice.
The notice of the meeting must be accompanied by a copy of
the annual accounts of the company, director’s report on the
position of the company for the year and auditor’s report on
the accounts.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
13. Contd..
In case of default in holding an annual general meeting,
the following are the consequences:-
a) Any member can apply, under Sec.167, to the
Company Law Board for calling the meeting.
a) The company and every officer who is in default shall
be punishable with fine.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
14. Contd..
Power of company law board-The Company-Law Board
may call, or direct the calling of the meeting, and give such
ancillary or consequential directions as it may consider
expedient in relation to the calling, holding and conducting of
the meeting.
The Company Law Board may direct that one member
present in person or by proxy shall be deemed to constitute
the meeting.
A meeting held in pursuance of this order will be deemed to
be an annual general meeting of the company. An application
by a member of the company for this purpose must be made
to the concerned Regional Bench of the Company Law Board
by way of petition in Form No. 1 in Annexure II to the CLB
Regulations with a fee of rupees fifty accompanied by
(i) affidavit verifying the petition, (ii) bank draft for payment
of application fee.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
15. Purpose of holding Annual General
Meeting
It is only at the annual general meeting of a company that the
shareholders can exercise any control over the affairs of the
company. They can confront the directors, their elected
representatives, at least once a year.
They also get an opportunity to discuss the affairs and review
the working of the company. They can also take the necessary
steps for the protection of their interests. They may, for
example, refuse to reselect a director whose actions and
policy they disapprove .
They can also take up any other business relating to the
affairs of the company for discussion. Appointment of
auditors is also made at the annual general meeting.
Annual accounts are presented for the consideration of
shareholders and dividends are declared in the annual general
meeting.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
16. Extraordinary General Meeting(Sec. 169)
A statutory meeting and an annual general meeting of a
company are called ordinary meetings. Any meeting
other than these meetings is called an extraordinary
general meeting.
extraordinary general meeting is called for transacting
some urgent or special business which cannot be
postponed till the next annual general meeting. It may
be convened-
1. By the Board of Directors on its own or on the
requisition of the members; or
2. By the requisitionists themselves on the failure of the
Board of Directors.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
17. Extraordinary meting convened by the
Board of directors
On its own- The Board of directors may call an
extraordinary general meeting for some urgent or special
business is to be transacted, which cannot be postponed
till the next annual general meeting.E.g. Issue of right
share or increase in the remuneration of managing
director, whole time director , etc.
On requisition of the members- The members of a
company have the right to require the calling of an
extraordinary general meeting by the directors.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
18. Contd.. The board of directors of a company must call an
extraordinary general meeting if required to do so by the
following number of members:-
a) members of the company holding at the date of making the
demand for an EGM not less than one-tenth of the paid up
share capital of the company having the voting rights in
regard to the matter to be discussed at the meeting ; or
(b) if the company has no share capital, the members
representing not less than one-tenth of the total voting rights
at that date in regard to the said matter.
The requisition must state the objects of the meetings and
must be signed by the requisitioning members. The
requisition must be deposited at the company's registered
office of the company, the directors should within 21 days,
move to call a meeting and the meeting should be actually be
held within 45 days from the date of the lodgment of the
requisition.
At such in EGM, any business which is not covered by the
agenda mentioned in the notice of the meeting cannot be
voted upon.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
19. Extraordinary meeting convened by
the Requisitionists
Every shareholder of a company has a right to requisition an
extraordinary general meeting. He is not bound to disclose
the reasons for the resolutions to be proposed at the
meeting[Life Insurance Corpn. Of India v. Escorts Ltd. case]
If the Board of directors fails to call a meeting as required by
the requisition, the meeting may be called-
a) By the requisitionists themselves;
b) In the case of a company having a share capital, by such of
the requsitionists as represent either a majority in value of
paid-up capital held by them or not less than one-tenth of the
paid up share of company having the voting rights, whichever
is less; or
(c) if the company has no share capital, the requisitionists
representing not less than one-tenth of the total voting rights
of the company.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
20. Power of company law board to order meeting
(Sec. 186)
If for any reason, it is impracticable to call a meeting of
a company, other than an annual general meeting, or to
hold or conduct the meeting of the company, the
Company Law Board may, either
i) on its own motion, or
ii) on the application of any director of the company, or
of any member of the company, who would be entitled
to vote at the meeting, order a meeting to be called
and conducted as the Company Law Board thinks fit,
and may also give such other ancillary and
consequential directions as it thinks fit expedient.
A meeting so called and conducted shall be deemed to
be a meeting of the company duly called,held and
conducted.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
21. DEBENTURES HOLDER’S MEETING
A company issuing debentures may provide for the
holding of meetings of the debenture holders.
At such meetings, generally any matters pertaining to
the variation in terms of security or to alteration of their
rights are discussed.
All matters connected with the holding, conduct and
proceedings of the meetings of the debenture holders are
normally specified in the Debenture Trust Deed.
The decisions at the meeting made by the prescribed
majority are valid and lawful and binding upon the
minority.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
22. Purpose of holding Debenture holder meeting
(a) The meeting of debenture holders is held in accordance
with the conditions contained in the debenture trust
deed.
(b) These meetings are called from time to time where the
interests of debenture holders are involved e.g. at the
time of reconstruction, reorganization, amalgamation or
winding up of the company.
(c) The rules and regulations entered in the trust deed
relate to notice of the meeting, resolutions, quorum of
the meeting and writing and signing of Minutes.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
23. CREDITOR’S MEETING
Sometimes, a company, either as a running concern or in the
event of winding up, has to make certain arrangements with
its creditors. Meetings of creditors may be called for this
purpose. E.g. U/s 393, a company may enter into
arrangements with creditors with the sanction of the Court for
reconstruction or any arrangement with its creditors.
The court, on application, may order the holding of a
creditor's meeting. If the scheme of arrangement is agreed to
by majority in number of holding debts to value of the three-
fourth of the total value of the debts, the court may sanction
the scheme. A certified copy of the court's order is then filed
with the Registrar and it is binding on all the creditors and the
company only after it is filed with Registrar.
Similarly, in case of winding up of a company, a meeting of
creditors and of contributories is held to ascertain the total
amount due by the company and also to appoint a liquidator
to wind up the affairs of the company.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
24. Purpose of holding these meetings
Sec.391 provides that where a compromise or
arrangement is proposed between a company and its
creditors, meeting of creditors may be called by the
company on its own or by an application by any creditor.
The meetings of creditors are also held when the
company has gone into liquidation. These meetings are
held to estimate the total amount due by the company to
its creditors and to appoint liquidators to ensure that the
company closes down the business legally as per
Companies Act 1956.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
25. CLASS MEETINGS
Class meetings are meetings which are held by holders
of a particular class of shares, e.g., preference
shareholders. Such meetings are normally called when it
is proposed to vary the rights of that particular class of
shares.
At such meetings, these members discuss the pros and
cons of the proposal and vote accordingly.
Class meetings are held to pass resolution which will
bind only the members of the class concerned, and only
members of that class can attend and vote.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
26. Contd..
Under the Companies Act, class meetings of various
kinds of shareholders and creditors are required to be
held under different circumstances.
Under Sec. 106, class meetings of the holders of
different classes of shares are to be held if the rights
attaching to these shares are to be varied.
Under Sec. 394, where a scheme of arrangement is
proposed, meetings of the several classes of
shareholders and creditors are required to be held.
At the time of winding up. the meetings of creditors and
members, for certain purposes, are held.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
27. Requisites of a valid meeting
A meeting can validly transact any business if
the following requirements are satisfied.
1. The meeting must be duly convened by a proper
authority.
2. A proper notice must be served in the prescribed
manner.
3. A quorum must be present
4. A chairman must preside.
5. Minutes of the proceedings must be kept.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
28. Proper authority
The proper authority to convene a general meeting
(whether statutory, annual general or extraordinary) of a
company is the Board of directors.
The Board should pass a resolution to call a general
meeting, at a duly convened meeting of the Board.
If the directors do not call the meeting, the members or
the Company Law Board may call the meeting.
If some defect in the appointment or qualification of the
directors present at the Board meeting comes to light
after the Board has acted bona fide, such a defect is not
necessarily fatal to the validity of their resolution to call
the meeting.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
29. Notice of meeting
A proper notice of the meeting should be given to the
members and all others who are entitled to attend the
meeting.
Length of notice:
A general meeting of a company may be called by giving not
less that 21 days' notice in writing to the members.
The use of the word 'may' in Sec. 171 does not mean that the
notice can be dispensed with.
The expression "not less than 21 days' notice" implies notice
of 21 whole or clear days. Part of the day, after the hour at
which the notice is deemed to have been served, cannot be
combined with the part of the day before the time of the
meeting, or the day of the meeting, to form one day.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
30. Contd..
Each of the 21 days must be a full or a calendar day, so
that notice can be said to be not less than 21 days notice.
The period of 21 days is computed from the date of
receipt of the notice by the members. It excludes the day
of service of the notice and the day on which the
meeting is to be held.
Notice is deemed to have been received by the members
at the expiration of 48 hours after the letter containing it
is posted.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
31. Quorum
The word quorum has a Latin origin literally meaning 'of
whom'. It is the minimum number of members of any body of
society whose presence is necessary for the transaction of
business.
When members assemble at the registered office of the
company in response to the notice calling a general meeting,
the first thing to do is to see whether the quorum is complete
or not.
The Articles of Association generally lay down the quorum in
the absence of which the meeting will not be properly
constituted.
If the Articles do not provide otherwise, five members present
personally (proxies not included) in the general meeting of a
public limited company will constitute the quorum.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
32. Contd..
In case of a private limited company, the personal presence of
two members will constitute the quorum.
If the quorum is not complete, the chairman and members
will wait for half an hour after the scheduled time for the
meeting. In case the meeting has been called on the basis of a
requisition, it shall stand dissolved if the quorum is not
complete even within half an hour of the time of the meeting.
If, however, the meeting has been convened by the
management, it shall be adjourned to the same day in the next
week, at the same time and place unless the Board fixes some
other time, day and place for it. The adjourned meeting can
proceed to business if the quorum is not complete within half
an hour.
In case of meetings called or directed to be called by the
Court or the Central Government, the quorum shall be fixed
by the order under which the meeting is held.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
33. Chairman of the meeting (Sec.175)
The chairman is the person responsible for the proper conduct
of the proceedings. A meeting cannot be said to have been
properly constituted without somebody in the chair to
regulate its conduct.
The first chairman of the company is generally named in the
Articles. In most of the companies, the chairman of the Board
of Directors presides over their general meeting too.
If the chairman of the company is not present within fifteen
minutes of the time fixed for a meeting, the directors present
shall elect one from amongst themselves to the chair. But if
no director is willing to preside, the members present shall
elect one of themselves to be the chairman of the meeting,
unless the Articles provide otherwise.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
34. Duties of the chairman as covered in the agenda
1. He must act at all times bona fide and in the interests of
the company as a whole.
2. He must ensure that the meeting is properly convened
and constituted, i.e.
a proper notice has been given,
the rules as to quorum are observed, and
his own appointment is in order.
3. He must ensure that the proceedings at the meeting are
properly and regularly conducted.
4. He must ensure that the provisions of the Act and the
Articles are observed, and the business is taken in the
order set out in the agenda. Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
35. Contd..
5. He must see that all the business transacted at the
meeting is within the scope of the meeting.
6. He must preserve and maintain order In the meeting and
decide any points of order submitted to him.
7. He must ascertain the sense of the meeting properly with
regard to any question before it. He must do so by
putting the motions in their proper form, and declare the
result of the voting.
8. He must decide incidental questions arising for decision
during the meeting.
9. He must exercise his casting vote bona fide in the
interests of the company.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
36. Contd..
10. He must exercise correctly his powers of adjournment and
of taking a poll. He must see that any disorderly persons are
removed, and where it is impossible to maintain order, he
should adjourn the meeting. Even if the relevant rules do not
give him the power to adjourn the meeting he may do so in
the event of disorder. The adjournment must be no longer
than he considers necessary and he must, so far as possible,
communicate his decision to those present.
11. He must give the members who are present a reasonable and
sufficient opportunity to express their views on the motion or
resolution before the meeting. He must not allow discussion
except upon a motion or resolution. But at the expiration of a
reasonable time he is entitled, if he thinks fit to put a
resolution to the meeting that the discussion be terminated.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
37. Contd..
12. He must also take care that the rights of the minority
are not ignored.
Conduct of the meeting: The way in which a meeting
is to be conducted is a matter for the chairman, with the
assent of the persons properly present to be determined
in the light of the general law and the company's Article
of Association.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
38. Minutes of meeting
Minutes are a record of what company and directors do in
meetings.
Minutes of proceedings of meetings (Sec.193)-Every
company shall keep a record of all proceedings of every
meeting of its Board of directors and of every committee of
the Board. This is done by making within 30 days of the
conclusion of every such meeting concerned, entries of the
proceedings in the books kept for that purpose.
Minute book- The book in which the record of the
proceedings of a meeting is kept is known as the minute
book.
Numbering of pages- The pages of every minute book shall
be consecutively numbered. In no case is the attaching or
pasting of papers of proceedings of a meeting allowed in
minute book.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
39. Contd..
Signing of minutes-Each page of every minute book which
records proceedings of a Board meeting shall be signed by
the chairman of the same meeting or the next succeeding
meeting.
The last page of the record of proceedings of each meeting in
the minute book shall be dated and signed. This has to be
done-
a) In the case of a Board or a committee meeting, by the
chairman of the same or the next succeeding meeting, and
b) In the case of a general meeting, by the chairman of the
same meeting within 30 days of the meeting, or in the event
of the death or inability of that chairman within 30 days of
the meeting, by the director duly authorized by the Board
for the purpose.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
40. Contd..
Fair and correct summary- The minute of each
meeting must contain a fair and correct summary of the
proceedings thereof. All appointments of officers made
at the meeting must be included in the minutes.
Evidentiary value of minutes (Sec. 194)-Minutes of
meeting kept in accordance with the provisions of Sec.
193 shall be evidence of the proceedings recorded
therein and shall be conclusive of the facts stated
therein.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
41. Types of Minutes
Minutes of Resolutions: In these minutes, only the
decisions taken and the resolution passed at a meeting
are recorded. The details of the discussion are not
recorded.
Minutes of the Narration: These minutes describe in
brief entire decision making process. It tells the 'whole
story', i.e., the nature of discussion, remarks of speakers
for both for and against each motion, the manner of
voting, etc. Inspection of minutes of proceeding of a
general meeting of a company must be kept at the
registered office and must be open during business hours
to the inspection of any member free of charge.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
42. Proxies
The term proxy is used to refer to the person who is
nominated by a shareholder to represent him at a general
meeting of the company and also to the instrument through
which such a nominee is named to be authorized to attend a
meeting.
Under Section 176 (1) every member of the company is
entitled to appoint another person (member or a non-member)
to attend a general meeting and vote if need be.
Unless a provision to the contrary is made in the Articles, the
members of companies not having a share capital cannot
appoint proxies to represent them.
Similarly, a member of a private limited company cannot
nominate more than one proxy for the same meeting. As for
the rights of the proxy, such a nominee cannot speak at the
general meeting for which he is nominated nor can he vote
unless there is a poll.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
43. Contd..
The Act [under Section 176 (2)] expressly requires that a
statement, that a member entitled to attend and vote is entitled
to appoint a proxy instead of himself and that a proxy need
not be a member, must be displayed with reasonable
prominence in the notice for the meeting concerned. Default
in respect of this requirement is punishable with fine of to Rs.
500.
Table 'A' lays down that an instrument appointing a proxy
must be deposited with the company not less than 48 hours
before the time for the meeting. Any provision in the Articles
of a company requiring the proxy form to be deposited earlier
than 48 hours will be invalid. In case of a poll, the proxy form
can be required to be deposited not less than 24 hours before
the time fixed for the poll.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
44. Contd..
The Act also requires that an instrument appointing a
proxy must be in writing and must be signed by the
appointer or his legally authorized representatives. The
form for proxy is given in Schedule IX of the Act,
though a company may adapt it to its own
circumstances.
If officers or an officer of a company invites a member
to appoint a person or any of a group of persons as
proxies at the expense of the company, he or they will be
liable to a fine up to one thousand rupees. This fine will
not be imposed if the member concerned himself
requested the company to send a list of persons available
to be nominated as proxies and such a list is freely made
available to every member.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
45. Contd..
Members can inspect proxy forms twenty-four hours
before the meeting if they have already given a notice
for this purpose three days in advance of the meeting.
Two types of proxies may be distinguished, A proxy
authorized to vote only upon a particular resolution is
called a 'special proxy' while a proxy empowered to vote
on all resolutions in a meeting may be called a 'general
proxy'.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
46. Resolution
A resolution means a formal expression of the opinion of a
meeting. It is a motion carried and passed by a meeting. It is a
collective decision taken at the meeting with the required
majority.
The resolutions passed by a company in meetings are of two
kinds, namely, ordinary resolution and special resolution.
Ordinary Resolution-This is a resolution passed at a
meeting by a simple majority of votes, including the casting
vote of the chairman, if any. The following are some of the
examples of acts, which a company can do by passing an
ordinary resolution:
1. To change its name where it has been registered with a name
very nearly like that of another existing company.
2. To authorize the issue of shares at a discount.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
47. Contd..
3. To alter the share capital by increase, consolidation and
conversion of shares into shares of larger amount,
conversion of fully paid shares into stock or vice-versa,
subdivision of shares and cancellation of unissued
shares.
4. To adopt the annual accounts of the company.
5. To appoint directors.
6. To remove a director.
7. To appoint the auditor at the annual general meeting.
8. To declare dividend recommended by the directors.
9. To wind-up the company voluntarily when the period
fixed for its duration has expired.Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
48. Contd..
Special Resolution-It is a resolution which is passed at
general meeting by a majority of three fourth of the
members present. The notice of the general meeting at
which a special resolution is to be moved must expressly
state that the resolution is to be moved as a special
resolution.
A company can do the following acts only by passing
special resolution:
1. To transfer the registered office of the company from
one state to another or to alter its objects.
2. To alter the Articles of Association.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
49. Contd..
3.To reduce share capital.
4. To shift the registered office from one place to another
in the same state.
5. To make the liability of directors or managers unlimited.
6. To approve the making of loans to other companies.
7. To resolve that the company be wound up by the court.
8. To wind up a company voluntarily.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
50. Resolution require special notice
Where any provision in Companies Act or in the Articles
requires that a special notice must be given for any
resolution, notice or the intention to move the resolution
is given to the company at least 14 clear days before the
meeting at which it is be moved.
A special notice therefore means 14 clear days' notice.
Special notice must be given in the following cases:
For appointment as auditor of a person other than a
retiring auditor, or
For removal of a director and appointment of a new
person as director in place of the removed director.
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU
51. Contd..
Immediately, after receipt of a special notice the
company must give its members notice of such
resolution at least seven days before the meeting or if
that is not practicable it must give them notice thereof
either by advertisement in a newspaper having an
appropriate circulation or in any other mode allowed by
the Articles.
The resolutions requiring special notice might be either
ordinary resolutions or special resolutions
Prepared by Dr. Seema H.
Kadam,Associate Prof.,TMES-
MBA,GTU