Chapter 8 Company Meetings – II Solutions

Group ‘A’

Group ‘B’

(a) Board Meeting

(2) Minimum 4 meetings in a year

(b) Auditor

(4) Auditor’s Report

(c) Annual General Meeting

(1) Once in the year

(d) Extraordinary General Meeting

(7) Under special circumstance

(e) Minutes of Meeting

(6) Prepared after the meeting

1C. Write a word or a term or a phrase that can substitute each of the following statements.

1D. State whether the following statements are True or False.

1E. Find the odd one.

1F. Complete the sentences.

1G. Select the correct option from the bracket.

Group ‘A’

Group ‘B’

(1) Interval between two Annual General Meetings

…………………….

(2) First Board Meeting

…………………….

(3) ……………………….

21 clear days

(4) ……………………….

Alteration in Memorandum of Association

Group ‘A’

Group ‘B’

(1) Interval between two Annual General Meeting

Not more than 15 months

(2) First Board Meeting

within 30 days of companies Incorporations

(3) Notice of General Meeting

21 clear days

(4) Extraordinary General meeting

Alteration in Memorandum of Association

1H. Answer in one sentence.

1I. Correct the underlined word and rewrite the following sentences.

2. Explain the following terms/concepts.

3. Study the following case/situation and express your opinion.

1. Platinum Limited Company was incorporated on 1st January 2018. Advice the Board of Directors on the following matters.

Question (a).
Within what period should the company hold its 1st Annual General Meeting?
Answer:
First Annual General Meeting must be held within Nine (9) months of the closing of its financial year.

Question (b).
At which place should the Annual General Meeting be held?
Answer:
Annual General Meeting should be held at the registered office or at some other place within the city or village which the registered office of the company is situated.

Question (c).
How many days in advance should the notice and agenda be sent to members?
Answer:
Notice and Agenda should be sent 21 clear days before the Annual General Meeting.

2. XYZ Ltd held its Annual General Meeting on 11th May 2018. On 1st June Mr. X, a Director of the company was arrested for a financial scam. Hence the shareholders of the company want to remove him.

Question (a).
Can the company call for the next Annual General Meeting to be held immediately to remove the Director?
Answer:
No, the company cannot call the next Annual General Meeting immediately to remove the director.

Question (b).
Which meeting of members should the company hold to discuss the removal of the Director?
Answer:
Extra Ordinary General Meeting should be called to discuss removal of the director.

Question (c).
What type of resolution will be passed in this meeting for the removal of the Director?
Answer:
A resolution requiring special notice (section 115) will be passed in the meeting for the removal of the director.

4. Distinguish between the following.

5. Answer in brief.

(ii) Number of Board Meetings:

(iii) Notice [Section 173(3)]:

(iv) Quorum (Section – 174):

6. Justify the following statements.

7. Answer the following questions.

Functions of a secretary related to Annual General Meeting are as follows:
Functions Before the Annual General Meeting:
(i) Preparation of Accounts and Reports:
The secretary has to ensure that the Annual Accounts, Annual Report, and Auditor Report are prepared for consideration and approval.

(ii) Board Meeting:
Board Meeting is called to transact the following business:

(iii) Notice:
The secretary has to send 21 clear days’ notice of a meeting to members and auditors before the meeting along with the auditor report, annual report, annual accounts, agenda, etc. The secretary has to arrange for publishing the notice of the meeting in leading newspapers.

(iv) Chairman Speech:
The secretary has to assist the chairman in drafting his speech to be delivered at the meeting.

(v) Preliminary Arrangement:
The secretary has to make arrangements such as booking of hall, refreshments, Register of Members, Members Attendance Book, etc.

Functions During the Annual General Meeting:
(i) Attendance:
The secretary has to get signatures of members present at the meeting in ‘Members Attendance Book.’

(ii) Quorum:
The secretary should see that the required quorum is present at the meeting and informs the chairman of the meeting.

(iii) Reading of Reports:
The secretary has to read the notice, Director’s Report, and Auditor’s Report as directed by the Chairman.

(iv) Notice of Proceedings:
The secretary should take down the notes of the proceedings of the meeting. He has to draft the minutes on the basis of these notes.

(v) Assist Chairman:
The secretary has to assist the chairman during the meeting. He should provide information, documents, etc as and when needed.

(vi) Conduct of Poll:
Secretary makes arrangements for conducting the poll if it is demanded by the members.

Functions After the Annual General Meeting:
(i) Drafting Minutes:
The secretary drafts the minutes of the meeting on the basis of the notes taken down during the proceedings of the meeting.

(ii) Implementation of decisions:
The secretary instructs the concerned department for implementing the decisions taken at the meeting.

(iii) Dispatch Dividend Warrants:
The secretary has to make an arrangement to dispatch dividend warrants to the shareholders.

(iv) Filing Resolutions:
The secretary has to file the Annual Report with the Registrar. In case of a special resolution, the secretary has to file the special resolution with the Registrar within 30 days of passing that resolution.

(v) Information to Absent Members :
The secretary sends the information of the proceedings of the meeting to the absent members.

1. Annual General Meeting (Section 96):
Every Company other than One Person Company must hold Annual General Meeting once in a year.
Purpose or Objective of Annual General Meeting:

Legal Provisions relating to Annual General Meeting:
(i) Time Limit:

(ii) Authority to Convene Annual General Meeting:
The Board of Directors is the proper authority to convene the Annual General Meeting.

(iii) Notice:
The notice must be given to all those who are entitled to receive it, at least 21 clear days in advance of the meeting. It is sent to the members at their registered address by post or through electronic mode like Email, etc.

(iv) Time, Day, and Place of Annual General Meeting:
Annual General Meeting shall be called during business hours between 9 am to 6 pm on any day other than National holidays. It can be held at the registered office or at some other place within the city or village in which the registered office of the company is situated.

(v) Quorum:
According to the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

For a private company minimum of two members should be present in person.

(vi) Adjournment:
In the absence of a quorum, Annual General Meeting stands adjourned. It will be convened on the same day, same time and the same place in the next week.

(vii) Default:
If the default is made in holding the Annual General Meeting as per the provisions of the Act or as per the instructions of the Central Government, the company and every officer of the company who is in default are punishable with a fine which may extend up to ₹ 1,00,000/-. If the default continues fine may extend up to ₹ 5,000 per day till the default continues.

2. Extra-Ordinary General Meeting (Section – 100):
Meaning:
It is a meeting which is called in between two Annual General Meetings under special circumstances, which cannot be postponed till the next Annual General Meeting. The matters discussed under this meeting is of utmost importance and urgent by nature.

Purpose or Objectives of Extra-Ordinary General Meeting:
The main purpose behind calling this meeting is to make shareholders aware of the happenings in the company or to seek their approval on some urgent and important matters of the company.

Legal Provisions relating to Extra Ordinary General Meeting:
(i) Time for holding a meeting:
Extra Ordinary General Meeting is held between two Annual General Meetings under special circumstances. It can be held at any time as per the requirements of the company.

(ii) Authority to Convene:

(iii) Notice:
The notice must be given to all those who are entitled to receive it, at least 21 clear days in advance of the meeting. It is sent to the members at their registered address by post or through electronic mode like Email, etc.

(iv) Quorum:
According to the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

For a private company minimum of two members should be present in person.

(i) Board Meeting (Section 173):
It is a meeting of the Board of Directors. The Board of Directors has to meet frequently with reference to day to day working of the company. The Board of Directors can exercise their powers collectively through the Board Meeting.

Legal Provisions relating to Board Meeting:
(a) Authority to Convene:
The chairman of the Board is the proper authority to call the Board Meeting.

(b) Number of Board Meetings:

(c) Virtual Meeting/Video Conferencing:
If there is any urgency to call Board Meeting and practically not possible for Directors to attend the meeting in a short notice, so with the help of technology, a virtual meeting can be held. The meetings are recorded and active participation of Directors is also possible through video conferencing. Certain special and confidential matters cannot be dealt with through video conferencing as per the directions of the Central Government.

(d) Notice [Section 173(3)]:
The notice of every Board Meeting must be given to every director at least 7 days before the meeting at his registered address along with an agenda of the meeting.
It can also be sent by post or by hand delivery or by E-mail.
If a company fails to send notice within a given time, then every officer in default shall be liable to a penalty of Rs. 25,000.

(e) Quorum (Section – 174)

(f) Adjournment:
The meeting of the Board of directors can be adjourned in the absence of a quorum.
The adjourned meeting can be held on the same day, same time and the same place in the next week.

(ii) Committee Meeting:

Activity 1 (Textbook Page No. 123)

Visit the website of any public company and study its Annual Report/Director’s Report.
Answer:
[Note: Students should do this activity by themselves with the help of the internet.]

Activity 2 (Textbook Page No. 127)

Enlist the functions of a Secretary related to an Extra-Ordinary Meeting.
Answer:
Functions of Secretary Relating to Extra Ordinary General Meeting:
(i) Before the Meeting:

(ii) During the Meeting:

(iii) After the Meeting: