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Company
Meetings &
Directors of the
Company
GROUP I1

Company Meetings

Coming together of a certain minimum

number of members

Meetings can be categorized as:

Statutory Meetings

Annual general Meeting

Extraordinary General meetings

Class Meetings

Statutory Meetings

First meeting of the members of a company after

its incorporation

Companies limited by shares, or limited by

guarantee and having a share capital

must be held within a period of not less than one

month and not more than 6 months from the date
on which the company is entitled to commence
business

Purpose of the Meeting

Legal provisions

Notice and Report - at least 21 days before

the meeting

Statutory report filed simultaneously with

registrar

List of members for inspection

Statutory Report - for consideration of the

members

Procedure at the Meeting particulars of

members

Annual General Meeting

Held every calendar year to inform the

members of the progress made

The First AGM - within 18 months of

incorporation

Subsequent Meetings - within 6 months of

close of financial year

Time and Place of the Meeting

Business Transacted at the AGM: Ordinary

Business & Special Business

Extraordinary General
Meeting

Any meeting other than statutory meeting and AGM

May be called by:

By the board of directors on its own

By the directors on requisition

By the requisitionists

By the tribunal

Class Meetings
Meetings of different classes of shareholders
company wants to alter, vary or affect the rights of a particular class.

Requisites of a valid meeting

In a legally binding business, the meeting must be held valid.
Essentials of a meeting are:
1.

Proper Authority

2.

Proper Notice

3.

Proper Quorum

4.

Chairman of the meeting

5.

Proxies

6.

Voting

7.

Resolutions

Conti

Board

Proper
Authorit
y:

The
members
of the
company

The central
government
or The
tribunal

2. Proper Notice:

To: member of the company and Shareholders, Auditors and

Public trustee

Content: Place, day and hour of the meeting and nature of the
business

Business at the annual general meeting: Ordinary and

Special Business

Length of notice: 21 days

Mode of notice: Personal delivery or by post or advertisement

Adjourned Meeting: No need to give any fresh notice (before 30

days)

Right of member to appoint proxy:

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3. Proper Quorum

5 (public company) and 2 (private company)

Time:

at the start of the meeting (before hour)

When

One person can be quorum:

Class meeting

Meetings of committees of the board

Debentures holders meeting

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4. Chairman of the meeting:

Must have a chairman to preside over its proceedings.

Duties

Act honestly in the interest of the company

To ensure meeting is properly conducted

Powers
To

of chairman

decide all the questions arising at a meeting

Recording
To
To

of minutes and to sign the minutes book

adjourn the meeting

decide the priority speaker and To announce the

decision

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5. Proxies
A person appointed to represent another and vote at the meeting on
behalf of another

Legal provision for proxy

Appointing proxy must be in writing and signed by the appointer

If the member himself attends and votes at meeting, the proxy shall be
revoked

The proxy appointed for general meeting will be valid for the adjourned
meeting.

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6. Voting

Vote signifies the opinion of the meeting.

only members in register of members can vote

Method of voting

Vote by show of hand

Vote by Poll (Number of votes proportion to number of shares held)

Poll is regulated and result are declared by chairman

members can split his votes on both the sides

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7. Resolutions

Formal decision of the meeting

Types of Resolution

Ordinary

Special

Resolution requiring special notice

By postal ballot

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Director of a Company

Section 2(13) defines a director as any person

occupying the position of a director by whatever
name called.

In simpler terms, a director is a person who has

control over the direction, governance, policies or
superintendence of affairs of a company.

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Only individuals can be appointed as the director

of the company

No body, organization, association or firm can be

appointed a director of a company

Public Company- At least 3 directors

Private Company- At least 2 directors

A person cannot be director of more than 15

companies simultaneously

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Legal Position of Directors

Directors as trustees
Directors as agents
Directors as Managing partners
Directors as employees
Directors as officers

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Appointment of Directors

By Articles
By Company at General Meetings
By the Board
By Third Parties
By Central Government
By proportional representation

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Powers of Board of Directors

Board cannot exercise
following without consent
of shareholders:

Board can exercise following

powers on behalf of company:
1.

To make calls on
shareholders in respect of
money unpaid

2.
3.

1.

Sell, lease or dispose

undertaking of company

To issue debentures

2.

To invest the funds of

company subject to
provisions

Remit repayment of
debt due from director

3.

Invest amount of
compensation

4.

To make loans

4.

5.

To authorize buy-back of
shares

Borrow money
exceeding the
aggregate of paid-up
capital

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Meetings of board

Number of board meeting

Notice
Agenda
Quorum rules
Resolution by circulation
Procedure of Conduction Business at board meeting

Contracts in which Director

are Interested
Disclosure of interest by Directors
Effect of non-disclosure
Not to participate or vote in Boards
Proceedings
Register of Contracts
Contract Appointing Manager/Managing
Director

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Directors Duties

General Duties
Good faith
Reasonable care
Attend board
meeting
Not to delegate
Disclose interest

Statutory Duties

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Liabilities of Directors
Ultra vires act

Civil Liability
Criminal
Liability

Liability to
outsider
Liability to
company

Negligence
Breach of trust
Misfeasance
Fraudulent
conduct
Breach of
statutory duties

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Company Secretary

According to Sec 2(1)(c) of Company Secretaries Act,

1980 any person who is a member of the Institute of
Company Secretaries of India.

FEATUERS

Only an Individual can be appointed

Either a member of the Institute of Company

Secretaries of India or possess the required
qualifications as per the Central Gov.

Performs ministerial or administrative duties. Some

limited executive powers of management are also
given.

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APPOINTMENT
- Compulsory by a company to appoint a whole-time
secretary having paid up share capital of Rs. 10 cr or
more

By the Board of Directors: appointed by a formal

resolution of the Board

By Promoters: first secretary of a company (protem

secretary) is appointed

for carrying out the primary work connected with

the formation of the company

Qualifications as per
Companies Rules, 1988
In

case of companies having paid share capital of Rs.10cr or

more :
should be member of the Institute of Company
Secretaries of India.
In case of other companies:
membership of Institute of Company Secretaries of
India.
pass in the intermediate examination conducted by
the Institute of Company Secretaries of India.
membership of the Institute of Chartered Accountants
of India.
membership of the Institute of Cost and Works
Accountants of India.
degree in law granted by any university.

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Role and Position of Company

Secretary

A company secretary acts in three-fold capacity as below:

1) As an agent of the Board of Directors: acts as link between

the Board and the executive staff, shareholders, customers
and general public.
2) As a Chief Administrative Officer: acts as in-charge of office
administration including accounts, taxation, and legal affairs.
3) As Officer In-charge of Secretarial work: coordinates the
various activities and provides his counsel on various issues.

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Managing Director

According to Sec 269, every public company or a

private company which is a subsidiary of a public
company having a paid up capital of Rs. 5cr or more
must have a managing or whole-time director.

FeaturesI.

A managing director is one of the directors.

II.

Entrusted with substantial powers of management.

III.

Any director entrusted with managerial functions.

IV.

Acts under the direct supervision and control of the

Board of Directors.

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APPOINTMENT

By virtue of an agreement with the company.

By virtue of a resolution of the General Meeting of

the company.

By virtue of a Board resolution

By virtue of the Memorandum and Articles of

Association

S. Basics
N
o.

Managing
Director

Whole Time
Director
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1.

Appointment

The appointment of MD doesnt

require the consent of the
shareholders. It can be made by
the virtue of the following:
(a) Agreement with the company
(b) Resolution of the board
(c) Provision in the memorandum
or articles

The appointment of wholetime director requires the

sanction of shareholders by a
special resolution

2.

Term of Office

Appointed for a max. period of 5

years

No restriction on the term of

appointment

3.

No. of companies

Can act in not more than two

public companies

Cant be a whole-time director

in more than one company

4.

Simultaneous
appointment with
manager

Cant co-exist with a manger

Can be appointed with a

managing director or a
manager

5.

Powers

Entrusted with substantial powers

of management and has wide
discretionary powers

Exercises powers in terms of

the contract of employment
and has no discretionary
powers

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Questions?