DIRECTORS AND COMPANY MEETINGS

Group O-2

COMPANY MEETINGS

ROAD MAP
General Meeting
Statutory Meting Annual General Meeting Extraordinary General Meeting Proper Authority Notice Quorum Chairman Minutes Ordinary Special Requiring a Special Notice

Requisites Of A Valid Meeting

Resolutions

Proxy & Voting

Appointment of a Proxy Voting & Poll

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 21 days prior to the meeting Every member should receive a copy

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

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

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

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

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

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

DIRECTORS

ORGANIZATIONAL CHART
Executive Directors Owner Directors Independent Directors

Board Of Directors Management

Supervisory & Enforcement Authorities

Corporate

Shareholders

Stakeholders

Creditors

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 body only makes regulations for governance of the company

Sources of power of the board:

Articles of Association General body by drafting regulations

DIRECTORS AS AGENTS AND TRUSTEES

Relationship of a director with a company is seen as principalagent relationship 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

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 the directors 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 professional qualifications for a director A person is also not required to be a shareholder to be a director AOA however prescribes a minimum share qualification

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 the director 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

Thank You