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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#
+
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>
5
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
1=
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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
@
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
1
'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
,1