Corporate Environment Chapter 3
Corporate Environment Chapter 3
Corporate Environment Chapter 3
COMPANY MEETINGS
Meaning
1) Shareholders meetings
2) Director’s meeting
a) Meeting of board of directors: - These meeting are often held to frame policies
and review the progress of the company. This meeting is attending by directors of the
company.
3) Creditors meeting
a) Debenture holders meeting: - Egm requisition – the members of the co have the
right to can the quantity if required. The acquitted must be rated & signed be require no
4)Other Meetings
Meeting of Debenture holders: A company issuing debentures may provide for the
holdings of meetings of the debenture holders. At such meetings, generally 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 decision at the
meeting made by the prescribed majority is valid and lawful and binding upon the minority.
b) Preside over by (1) Chairman (ii) Deputy chairman (iii) one among the members
The meeting should be prescribed over by the person who is duly elected as the chairman
of the company if the chairman is not present the deputy chairman should preside if the
deputy chairman is not present, one among the members should preside.
Proper conduct of meeting: - The meeting must be properly conducted as per the
provisions of the companies act and the articles of the company concerned.
Notice to members: - Notice regarding the holding of meeting should be sent to all the
persons entitles to receive the notice as per the provisions of the companies act.
5) Agenda:- There should be an agenda for the meeting and the items discussed at the
meeting should be according to the items on agenda.
6) Quorum
A quorum is the minimum number of members required to attend a meeting and transact
business validly.
According to the companies act in the case of a private company two members. While in
the case of public company 5 members must be personally present to constitute the
quorum.
In the case of board meeting of the articles are silent, the quorum shall be 1/3 rd of the total
strength of directors (any fraction being rounded of as 1) or atleast 2 directors whichever is
higher.
Disinterested Quorum :- It means the quorum of those directions who are not interested
directly or indirectly in certain matters before the board meeting i.e., the purpose of
finding the quorum.
It is the first official meeting of the shareholders which is held after the
commencement of the business. This meeting is a must for a public company. It must be
held within 6 months not earlier than one month from the date on which the company is
entitled to commence its business.
• To arrange for board meeting, to get approved the report by the board of directors
• To send a notice and printed report to all the members 21 days before the
statutory meeting.
It is a meeting which is held at the end of the year for the shareholders of the company.
Procedure relating to annual general / secretarial duties relating to annual general meeting.
To get the finance statements by the based and further. They have to get audited by
coordinators and his report must be recorded.
2) Preparation of annual reports: - The secretary has to prepare the annual reports in
consultation with chairman.
3) Conduct of board meeting: - To convene a board meeting before the annual general
meeting to consider the matter such as disposal of profits, to determine the rate of dividend,
to fix up the date, time and venue of the meeting etc.
4) Arrangement for printing of important documents such as notice, annual a/c’s, reports of
the directors etc.
5) Notice to members: - The notice of annual general meeting along with the relevant
documents is sent by post to the members.
9) Preparation of agenda
b) During the meeting:- The secretary has to take steps during the meeting.
1) Collection of admission card:- The secretary has to collect admission card from the
members at the gate and also record their attendance
2) Ascertainment of quorum:- The secretary should ascertain the quorum for general
meeting If no provisions the quorum for public company is 5 members and for private
company 2 members
3) Presentation of directors report to members:- The secretary has to present the directors
report to the members who attend the meeting.
4) Auditors to read out the report:- The secretary has to help the auditors to readout
the report.
3) Filing of annual a/c’s and balance sheet with the registrar of the companies.
It is held for transacting special business which are so urgent and that these can’t be kept
pending till the next annual general meeting.
• To get appointed the draft resolutions and arrange for their printing.
• To send the notices to the members about the meeting and advertisement in
newspapers.
Class meetings are meetings which are held by holders of a particular class of shares, e.g.,
preference shareholders
Voting
Voting is a means of determining the sense or opinion of a meeting. i.e., whether the
Voting is a means of determining the sense or opinion of a meeting, i.e., whether the
meeting approves or disapproves of the proposals placed before it. A proposal is also
known as a Voting.
BACHELOR OF BUSINESS ADMINISTRATION UDAY.N
Assistant. Prof of Commerce
Methods of Voting
The sense of meeting is ascertained through the mind of the people. A majority of the
opinion of the minds of the members is determined by means of voting.
There are various methods in which the Chairman of the meeting determines the sense of
the meeting. They include:
2. Voice: Under this method, if the chairman is satisfied with the sufficient discussion was
held on a motion, he puts the motion before the members asking members in favour of
the motion and members against the motion. Therefore, he will be in a position to
ascertain the sense as per the volume of the voice of the members. He finally declares
the result of voting as per the volume of the voice.
AMENDMENT
Amendment means any modification to a motion before it is put to vote for adoption.
PROXY
Any member entitled to attend and vote at a general meeting may appoint another
Kinds of Proxies
There are two types proxies. They are Special Proxy; and General Proxy,
Special proxy is authorized to vote only on a particular resolution,
Whereas General Proxy is empowered to vote on all resolutions in a meeting.
MINUTES
Minutes refer to a record of business transacted and decisions arrived at a meeting.
RESOLUTIONS
Resolution is defined as ‘formal decisions of a meeting on any motion before
it’.
Ordinary Resolution:
An ordinary resolution is one which requires a simple majority, i.e., more than
50% of the votes cast in person or by proxy in favour of the resolution.