Company Meetings and Directors of the Company

8/17/2019 Company Meetings and Directors of the Company

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Company

Meetings &Directors of theCompanyGROUP I1

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Company Meetings

Coming together of a certain minimumnumber of members

Meetings can be categorized as

!tatutory Meetings

"nnua# genera# Meeting

$%traordinary Genera# meetings C#ass Meetings


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!tatutory Meetings

'irst meeting of the members of a company afterits incorporation

Companies #imited by shares( or #imited byguarantee and ha)ing a share capita#

must be he#d *ithin a period of not #ess than onemonth and not more than + months from the dateon *hich the company is entit#ed to commence

business

Purpose of the Meeting

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-ega# pro)isions

.otice and Report / at #east 1 days beforethe meeting

!tatutory report 0#ed simu#taneous#y *ithregistrar

-ist of members for inspection

!tatutory Report / for consideration of themembers

Procedure at the Meeting particu#ars ofmembers

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"nnua# Genera# Meeting

3e#d e)ery ca#endar year to inform themembers of the progress made

4he 'irst "GM / *ithin 15 months ofincorporation

!ubse6uent Meetings / *ithin + months ofc#ose of 0nancia# year

4ime and P#ace of the Meeting

7usiness 4ransacted at the "GM Ordinary7usiness & !pecia# 7usiness

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$%traordinary Genera#

Meeting

"ny meeting other than statutory meeting and "GM

May be ca##ed by

7y the board of directors on its o*n

7y the directors on re6uisition

7y the re6uisitionists

7y the tribuna#

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C#ass Meetings• Meetings of di9erent c#asses of shareho#ders

• company *ants to a#ter( )ary or a9ect the rights of a particu#ar c#ass:


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Re6uisites of a )a#id meeting

In a #ega##y binding business( the meeting must be he#d )a#id:

$ssentia#s of a meeting are

1: Proper "uthority

: Proper .otice

,: Proper ;uorum

2: Chairman of the meeting

8: Pro%ies

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Conti>

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Proper

Authority:

7oard

4he centra#go)ernment

or 4hetribuna#

4hemembers

of thecompany


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2. Proper Notice:

To: member of the company and !hareho#ders( "uditors and

Pub#ic trustee

Content: P#ace( day and hour of the meeting and nature of thebusiness

Business at the annual general meeting: Ordinary and!pecia# 7usiness

Length of notice: 1 days Mode of notice: Persona# de#i)ery or by post or ad)ertisement

Adjourned Meeting: .o need to gi)e any fresh notice ?before ,@daysA

ight of mem!er to appoint pro"y:

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,: Proper #uorum

8 ?pub#ic companyA and ?pri)ate companyATime:

at the start of the meeting ?before hourA

$hen %ne person can !e &uorum:

C#ass meeting

Meetings of committees of the board

Debentures ho#ders meeting

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2: Chairman of the meeting:

Must ha)e a chairman to preside o)er its proceedings:

'uties :

"ct honest#y in the interest of the company

4o ensure meeting is proper#y conducted

Po(ers of chairman

4o decide a## the 6uestions arising at a meetingRecording of minutes and to sign the minutes boo

4o adEourn the meeting

4o decide the priority speaer and 4o announce thedecision

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8: Pro"ies

" person appointed to represent another and )ote at the meeting onbeha#f of another

-ega# pro)ision for pro%y

"ppointing pro%y must be in *riting and signed by the appointer

If the member himse#f attends and )otes at meeting( the pro%y sha## be

re)oed

4he pro%y appointed for genera# meeting *i## be )a#id for the adEourned

meeting:

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+: )oting


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=: esolutions

'orma# decision of the meeting

4ypes of Reso#ution

Ordinary

!pecia#

Reso#ution re6uiring specia# notice

7y posta# ba##ot

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Director of a Company

!ection ?1,A de0nes a director as Fany personoccupying the position of a director by *hate)er

name ca##ed: In simp#er terms( a director is a person *ho has

contro# o)er the direction( go)ernance( po#icies orsuperintendence of a9airs of a company:

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On#y indi)idua#s can be appointed as the directorof the company

.o body( organization( association or 0rm can beappointed a director of a company

Pub#ic Company/ "t #east , directorsPri)ate Company/ "t #east directors

" person cannot be director of more than 18companies simu#taneous#y

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-ega# Position of Directors

Directors as trustees

Directors as agents

Directors as Managing partners

Directors as emp#oyees

Directors as oHcers

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"ppointment of Directors

7y "rtic#es

7y Company at Genera# Meetings

7y the 7oard

7y 4hird Parties

7y Centra# Go)ernment

7y proportiona# representation

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Po*ers of 7oard of Directors

7oard can e%ercise fo##o*ingpo*ers on beha#f of company

1: 4o mae ca##s onshareho#ders in respect ofmoney unpaid

: 4o issue debentures

,: 4o in)est the funds ofcompany subEect to

pro)isions2: 4o mae #oans

8: 4o authorize buy/bac ofshares

Board cannot e"ercisefollo(ing (ithout consent

of shareholders:

1: !e##( #ease or disposeundertaing of company

: Remit repayment ofdebt due from director

,: In)est amount of

compensation2: 7orro* money

e%ceeding theaggregate of paid/upcapita#

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Meetings of board

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Num!er of !oard meeting

Notice

Agenda

#uorum rules

esolution !y circulation

Procedure of Conduction Business at !oard meeting


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Contracts in *hich Director

are Interested

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'isclosure of interest !y 'irectors

*+ect of non,disclosure

Not to participate or -ote in BoardsProceedings

egister of Contracts

Contract Appointing Manager/Managing'irector


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Directors Duties

Genera# Duties• Good faith• Reasonab#e care

• "ttend boardmeeting

• .ot to de#egate• Disc#ose interest

!tatutory Duties


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-iabi#ities of Directors

,

Ci)i# -iabi#ity

-iabi#ity tooutsider

-iabi#ity to

company

U#tra )ires act

.eg#igence

7reach of trust

Misfeasance

'raudu#entconduct

7reach ofstatutory duties

Crimina#-iabi#ity


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Company !ecretary

"ccording to !ec ?1A?cA of Company !ecretaries "ct(1B5@ any person *ho is a member of the Institute ofCompany !ecretaries of India:

'$"4U$R!/

On#y an Indi)idua# can be appointed

$ither a member of the Institute of Company!ecretaries of India or possess the re6uired6ua#i0cations as per the Centra# Go):

Performs ministeria# or administrati)e duties: !ome#imited e%ecuti)e po*ers of management are a#so

gi)en:

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"PPOI.4M$.4

/ Compu#sory by a company to appoint a *ho#e/timesecretary ha)ing paid up share capita# of Rs: 1@ cr ormore

7y the 7oard of Directors appointed by a forma#reso#ution of the 7oard

7y Promoters 0rst secretary of a company ?protemsecretaryA is appointed

for carrying out the primary *or connected *iththe formation of the company

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;ua#i0cations as per

Companies Ru#es( 1B55

In case of companies ha)ing paid share capita# of Rs:1@cr ormore

shou#d be member of the Institute of Company!ecretaries of India:In case of other companies

membership of Institute of Company !ecretaries ofIndia:

pass in the intermediate e%amination conducted bythe Institute of Company !ecretaries of India:

membership of the Institute of Chartered "ccountantsof India:

membership of the Institute of Cost and ors"ccountants of India:

degree in #a* granted by any uni)ersity:

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Ro#e and Position of Company

!ecretary

" company secretary acts in three/fo#d capacity as be#o*

1A "s an agent of the 7oard of Directors acts as #in bet*eenthe 7oard and the e%ecuti)e sta9( shareho#ders( customersand genera# pub#ic:

A "s a Chief "dministrati)e OHcer acts as in/charge of oHceadministration inc#uding accounts( ta%ation( and #ega# a9airs:

,A "s OHcer In/charge of !ecretaria# *or coordinates the)arious acti)ities and pro)ides his counse# on )arious issues:

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Managing Director

"ccording to !ec +B( e)ery pub#ic company or apri)ate company *hich is a subsidiary of a pub#ic

company ha)ing a paid up capita# of Rs: 8cr or moremust ha)e a managing or *ho#e/time director:

'eatures/

I: " managing director is one of the directors:

II: $ntrusted *ith substantia# po*ers of management:

III: "ny director entrusted *ith manageria# functions:

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"PPOI.4M$.4

7y )irtue of an agreement *ith the company:

7y )irtue of a reso#ution of the Genera# Meeting ofthe company:

7y )irtue of a 7oard reso#ution

7y )irtue of the Memorandum and "rtic#es of"ssociation

B

0 Basics Managing $hole Time


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0.No.

Basics Managing'irector

$hole Time'irector

1: "ppointment 4he appointment of MD doesnJt

re6uire the consent of theshareho#ders: It can be made bythe )irtue of the fo##o*ing?aA "greement *ith the company?bA Reso#ution of the board?cA Pro)ision in the memorandum

or artic#es

4he appointment of *ho#e/

time director re6uires thesanction of shareho#ders by aspecia# reso#ution

: 4erm of OHce "ppointed for a ma%: period of 8years

.o restriction on the term ofappointment

,: .o: of companies Can act in not more than t*opub#ic companies

CanJt be a *ho#e/time directorin more than one company

2: !imu#taneousappointment *ithmanager

CanJt co/e%ist *ith a manger Can be appointed *ith amanaging director or amanager

8: Po*ers $ntrusted *ith substantia# po*ersof management and has *idediscretionary po*ers

$%ercises po*ers in terms ofthe contract of emp#oymentand has no discretionary

po*ers

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;uestionsK

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Documents

Company Meetings and Directors of the Company