Meetings and Proceedings MBA PPT

7/31/2019 Meetings and Proceedings MBA PPT

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3.Appointment of Directors by Directors

a. As additional directors

b. In a casual vacancyCreated by Death , Resignation ,

Disqualification , etc

c. As alternate directors

4. Appointment of Directors by 3rd partiesArticles may give power to debenture

holders or the creditors of a banking co

or financialco-directorsappointed shall notexceed 1/3rdof the total. They are not liable to

retire.


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5. Appointment by Proportional Representation

The appointment shall be made once in 3 yrs.

6.Appointment of the Directors by the Central Govt

a. Not exceeding 3yrs on any one occasion

b. Purpose

- To prevent Oppression or

- Acting against the interest of the co

Position of Directors :

a. As Agentb. As Employees

c. As Officers

d. As Trustees


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Powers of DirectorsGeneral Powers :

The Board of Directors of a co is entitled to exercise.

a. All such powers and

b. Do all such acts

which the co is authorised to exercise and do.Thispower is subject to 2 conditions

1. Board shall not do any act which is to be

done by the co in General Meeting.

2. Board shall exercise its powers subject to ,

- The provisions of companies act

- M/A of co

- A/A of co


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Powersto be exercised at Board Meeting bypassing resolutions

a. Make callsb. Issue Debenturesc. Borrow money ( Through Public Deposits

)

d. Invest the funds of the coe. Make Loans

Powersto be exercised with the approval of

the co in General Meetinga. To Sell , Lease etc of cos undertakingb. To Remit or give time for payment


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c. To invest

d. To borrow money

e. To contribute to charitable funds upto

Rs.50,000/-

Political Contributions :

Board can pass resolution to make politicalcontributions. The amount contributed by co

should not exceed 5% of its average net profitduring the 3 immediately preceding financialyears.


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Meetings and Proceedings

MEETINGS :Meetings of a co may be classified into

I. General Meetings - which include ,

a. Statutory Meeting

b. Annual General Meetings

c. Extra-ordinary Meetings

II. Class Meetings

Shareholders of different classes


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III. Meetings of Creditors and Debenture

Holdersa. During the life time of co

b. At the time of winding up of co

IV. Meetings of Directors


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General Meetings

a. Statutory Meeting :Every co

-Limited by shares

- Guarantee having a share capital shallwithin a period of not less than 1 month and notmore than 6 months from the date at which theco is entitled to commence business ,hold ageneral meeting of the members of the co.- This

meeting is called Statutory Meeting .This is the First meeting of the co. This is

held once in the life time of co.


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Statutory Report :

The Board of Directors shall at least 21 days

before the day on which the meeting isto be held , forward a report called the statutory report. Which contains all the necessary information relatingto the formational aspect of the co.

b.Annual General Meeting :- Every co shall in each year hold a general meeting

as its Annual General Meeting.

- There shall not be an interval of more than 15months between Annual General Meeting of the co andthe next.


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- A Co may hold its first AGM within a periodof 18 months from the date of its

incorporation.- If a Co fails to hold AGM, any member can

apply to the Co - Law Board for calling themeeting. The Co and every Officer who is

default shall be punishable with fine.

Importance of AGM:

1. Shareholder can exercise control over the

affairs of the Co.2. Discuss and Review the working of the Co.

3. Dividends are declared in AGM.


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c. Extra ordinary General Meeting :

Any meeting other than Statutory Meeting

and AGM of a Co is called an Extra ordinaryGeneral Meeting. It is called for transactingsome urgent or special business which cannotbe postponed till the next General Meeting.

It may be called by ,1. By the Board of Directors on its own or

2. By the Board of Directors on the requisition

of members or3. By the Requisitionist , themselves on the

failure of the Board of Directors.


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Requisits of a valid Meeting

Proper Authority

Notice of Meeting

Should be given not less 21 days notice

Contents of the Noticea. Place

b. Date

c. Hour of meetingd. Statement of the business to be transactedat

the meeting.


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Quorum for Meeting

The Quorum is generally fixed by the Articles. If the Articles do not provide

- 5 members personally present in the

case of a public co.

- 2 in the case of other co.

Chairman of the Meeting

Minute Book

Proxies :A Proxy is an authority to represent and vote

for another person at a meeting.

Meetings and Proceedings MBA PPT

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