Module 5
Module 5
MEANING
Corporate meetings refers to a formal or informal deliberative assembly of
individuals called to debate certain issues and problems and to take decisions.Formal
meetings are held at definite times,at a definite place and usually for a definite
duration to follow an agreed upon agenda.it is a gathering of two or more persons
who come together for important discussion and decision on lawful matters.
DEFINITION
Corporate meetings are those business oriented meetings in which the participants
represent the same company,corporate group,joint venture,or client/provider
relations.
IMPORTANCE OF CORPORATE MEETINGS
a)Statutory Meeting:
Section 165 of the Companies Act, states that every company limited by shares or limited
by guarantee and having a share capital must hold a general meeting of members of the
company within a period of not less than one month and not more than six months from
the date on which the company becomes entitled to commence business. It is called
'statutory meeting' therefore it must be specifically stated in the notice calling it. It is not
necessary for a private company to hold a statutory meeting.
The main objective to hold a statutory meeting is to notify the share regarding the facts
involving to the development of the company, shares taken up, money received, contracts
entered Purpose of Statutory Meeting into, preliminary expenses etc. It is an opportunity
to the associates to discuss subject related to the development of the company. This
enables them to identify the situation and future projection of the company. It helps the
members to meet the directors and they can assure themselves that the money invested by
them is appropriately used.
The Board of Directors must prepare and send to every member a report called the "Statutory Report"
at least 21 days before the day on which the meeting is to be held. But if all the members entitled to
attend and vote at the meeting agree, the report could be forwarded later also.
An annual general meeting is a meeting that official bodies, and associations involving the
public including companies with shareholders, are often required by law. An annual meeting
called by the directors of a company that allow shareholders to stay informed and involved
with company decisions and workings .
Annual general meeting must be held by every type of company, public or private, limited by
shares or by guarantee, with or without share capital or unlimited company, once a year. Every
company must in each year hold an annual general meeting. Not more than 15 months must
elapse between two annual general meetings. However, a company may hold its first annual
general meeting within 18 months from the date of its incorporation. In such a case, it need not
hold any annual general meeting in the year of its incorporation as well as in the following year
only.
In case of default in holding an annual general meeting, the following are the
consequences:
1. Any member of the company may apply to the Company Law Board. The Company Law
Board may call, or direct the calling of the meeting, and give such ancillary or consequential
directions as it may consider expedient in relation to the calling, holding and conducting of the
meeting. The Company Law Board may direct that one member present in person or by proxy
shall be deemed to constitute the meeting. A meeting held in pursuance of this order will be
deemed to be an annual general meeting of the company.
An application by a member of the company for this purpose must be made to the concerned
Regional Bench of the Company Law Board by way of petition in Form No. 1 in Annexure II to the
CLB Regulations with a fee of rupees fifty accompanied by (i) affidavit verifying the petition, (ii)
bank draft for payment of application fee
2. Fine which may extend to ₹ 5,000 on the company and every officer of the company who is in
default may be levied and for continuing default, a further fine of 250 per day during which the
default continues may be levied. Business to be Transacted at Annual General Meeting At every
AGM, the following matters must be discussed and decided. Since such matters are discussed at
every AGM, they are known as ordinary business. All other matters and business to be discussed at
the AGM are special business.
(d)CLASS MEETING
Class meetings are meetings which are held by holders of a particular class of shares, e.g.,
preference shareholders. Such meetings are normally called when it is proposed to vary the rights
of that particular class of shares. At such meetings, these members discuss the pros and cons of
the proposal and vote accordingly. Class meetings are held to pass resolution which will bind
only the members of the class concerned, and only members of that class can attend and vote.
(2)MEETINGS OF DIRECTORS
(a) Meetings of Board of Director is the formal meeting of the board of directors of an
organization, held usually at definite intervals to consider policy issues and major problems.
Presided over by a chairperson (chairman or chairwoman) of the organization or his or her
appointee, it must meet the quorum requirements and its deliberations must be recorded in the
minutes.
(b) Meetings of the Committee of Directors
The Committee of directors fixes its own rules of procedure, which shall be consistent with the
By-Laws of the Company. The Committee shall meet at least two times annually or more frequently
as circumstances or such rules of procedure as it may adopt require. Committee")The purposes of the
Committee on Directors and Corporate Governance shall be to recommend to the Board individuals
qualified to serve as directors of the Company and on committees of the Board.
(3)OTHER MEETINGS
a) Meeting of Debenture Holders: A company issuing debentures may provide for the holding 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.
b) Meeting of Creditors
The company shall cause a meeting of the creditors of the company to be called for the day or the day next
following the day, on which there is to be held the general meeting of the company at which the resolution for
voluntary winding up is to be proposed.
(iv) Voting: It is not possible in a meeting that all members present will always agree on a matter in the same
manner ie in the absence of this unanimity the role of the Chairman broadly comes in. After a "Proposed
Resolution" has been discussed in the meeting by the members it is put to vote for ascertaining the sense of
the house.
(v) Poll:A Poll may be ordered by the Chairman on his own motion.The Chairman of the mecting has the
power to regulate the manner in which a poll shall be taken. The result of the poll shall be deemed to be the
decision of the meeting on the resolution on which the poll was taken. The result of the poll shall be
deemed to be the decision of the meeting on the resolution on which poll was taken.
(iii) Proxy:
Any member entitled to attend and vote in a meeting, may appoint another person to attend and
vote on his behalf. The person so appointed is called a "Proxy". The term Proxy means two
things:
a) The instrument or letter of authority whereby a member of the company appoints another
person to represent him/her at the meeting and vote on his/her behalf, and
b) The agent or the person appointed to represent and vote on behalf of the member at the
meeting.
(iv) Resolution:A resolution is an agreement made at a meeting conducted with the aim of
making changes to the company.
(v) Minutes of the Meeting:Meeting minutes are the written or recorded documentation
that is used to inform attendees and non-attendees about what was discussed and what happened
during a meeting.
ESSENTIALS FOR A MEETING
The following are essential for any valid meeting to be recognized as such by law:
1. Notice: Notice is a legal communication about the day, date, time and venue of the meeting. Under
Company law, there should be a 21 days clear notice to hold a meeting of the members of the company,
whereas a seven-day notice is required to hold a meeting of the board of directors.
2. Agenda: Agenda refers to the business to be transacted at the meeting. In the case of meeting of
members, there would be a few matters to be discussed. Therefore, the agenda is built into the notice itself.
3. Quorum: Quorum refers to the minimum number of members who must be present at a meeting in order
to constitute a valid meeting. A meeting without the minimum quorum is invalid and decisions taken at
such a meeting are not binding.
4. Proxy: Where a member is not able to personally attend a meeting, he can depute another person to
attend the meeting on his behalf. The member is required to fill in a form giving the particulars of his
share holding and of the proxy.
5. Chairman:The chairman is the head of the meeting. Generally, the chairman of the Board of Directors is
the Chairman of the meeting. Unless the articles otherwise provide, the members present in person at the
meeting elect one of themselves to be the chairman thereof on a show of the hands.
6. Voting and Demand for Poll:
Initially, matters are decided at a general meeting by a show of hands. If the majority of the hands
raise their hands in favour of a particular resolution, then unless a poll is demanded, it is taken as
passed. Voting by a show of hands operates on the principle of "One Member-One Vote".
However, since the fundamental voting principle in a company is "One Share-One Vote", if a poll
is demanded, voting takes place by a poll.
7. Amendment: Amendment means any modification to a motion before it is put to vote for
adoption. Amendment may be proposed by any member who has not already spoken on the main
motion or has not previously moved an amendment thereto.
A resolution is the legal form of a decision taken at a meeting. Resolution is a corporate action,
sometimes in the form of a legal document that will be voted on or has been voted on at a meeting of the
board of directors for a corporation. The resolution could also be in the form of a "corporate action"
which has the same binding effect as in action taken at a duly called meeting.
Company decisions are made by passing resolutions. Resolutions are passed both by the company's
members and by its directors. In either case, resolutions may be passed at meetings or by written
resolution. 1. Members resolutions. 2. Directors' resolutions.
(1)Members Resolution:A member resolution is a formal, legally binding decision made by a company's
members. It can be a statement, declaration, or action to address a problem or situation, or to honor a
person, group, or event.Member resolutions are categorized as either ordinary or special resolutions:
• Ordinary resolution: Requires 50% plus one member entitled to vote to approve.
• Special resolution: Requires at least 75% approval from those entitled to vote.
(2)A director resolution: also known as a board resolution or corporate resolution, is a legally
binding document that records the decisions made by a company's board of directors. It's a formal record
of the board's actions, including who voted and their role.
MINUTES OF PROCEEDINGS OF GENERAL MEETING
Minutes of Meeting:The minutes of a meeting are a summarized written record of what occurs, and is
said, at a meeting. They typically describe the events of the meeting, starting with a list of attendees, a
statement of the issues considered by the participants, and related responses or decisions for the issues.
Minutes of Proceedings of Meeting:Every company must keep minutes of the proceedings of general
meetings and of the meetings of board of directors and its committees. The minutes are a record of the
discussions made at the meeting and the final decisions taken thereat.in members will be listed the
members and of the of the Minutes book every company must keep minutes containing details of all
proceedings at the meetings.
Postal Ballot
According to section 2(65) of Companies Act, 2013, “postal ballot means voting by post
through any electronic mode. It includes voting by shareholders by postal or electronic mode
instead of voting personally for transacting business in a general meeting”.
BOARD MEETING
Board meeting is a formal meeting of board of directors of an organisation and any
invited guest held at a definite intervals and as needed to review performance, consider
policy issues, address major problems and perform legal business of the
board,minimum of 4 meetings per year.
Committee meeting
A committee meeting consists of a name sub group of people within an organisation
who come together to fill a pre-determined function A committee work is described in
charter and is often conducted in a series of meeting.
Features of committee meeting
Definition of Winding Up
The process of selling all the assets of a business, paying off creditors, distributing any
remaining assets to the principals or parent company, and then dissolving the business.
Winding up can refer to such a process either for a specific business line of a corporation or to
the dissolution of a corporation itself.
MODES OF WINDING UP
There are three modes of winding up of a company.
These are:
(A)Compulsory winding up.
(B)Voluntary winding up.
(C)Winding up under the supervision of the court.
A)COMPULSORY WINDING UP
A company may be wound up by an order of the court. This is called compulsory winding
up. Section 433 lays down the following grounds for the winding up of a company by the
court.
1. Special resolution of the company.
2. Default in holding statutory meeting.
3. Failure to commence or suspension of business.
4. Reduction of members below minimum.
5. Inability to pay debts.
6. Just and equitable
A company may, voluntary wind up its affairs, if it is unable to carry on its business or if it
was formed only for a limited purpose or if it is unable to meet its financial obligation and
etc. A company may voluntary wind up itself, under any of the two modes:
Where the resolution for winding up has been passed, but the Board of Directors are not in a
position to give a declaration on the liability of company, they may call a meeting of creditors,
for the purpose of winding up. (500)It is the duty of Board of Directors, to present a full
statement of company's affairs, and list of creditors along with their dues, before the meeting of
creditors. [500 (3)]Whatever resolution, the company passes in creditor's meeting, shall be given
to the Registrar within ten days of its passing. (501)
C) WINDING UP UNDER THE SUPERVISION OF THE COURT
Winding up subject to supervision of court, is different from "Winding up by court." Here court only
supervises the winding up procedure. Resolution for winding up is passed by members in the general
meeting. It is only for some specific reasons, that court may supervise be winding up proceedings. The
court may put up some special terms and conditions also.
OFFICIAL LIQUIDATOR
Once the court passes winding up order of a company, the official liquidator who is with the High court
or district court act as the liquidator of the company. The official liquidator looks after winding up and all
the other functions as the court may enforce. Once it receives a petition the court may also appoint a
temporary liquidator in order to study the exact situation, before making a winding up order. Before
making such appointment, the court should give reasonable chance to the company to clarify its position
regarding the winding up petition.
POWERS OF LIQUIDATOR
1.Powers exercisable with the sanction of the Court [section 457 (1)]: The liquidator in a
winding by the Court shall have power, with the sanction of the Court
a) To institute or defend suits and other legal proceedings, civil or criminal, in the name and
on behalf of the company.
b) To carry on the business of the company so far as may be necessary for the beneficial
winding up of the company.
c) To sell the immovable and movable property and its actionable claims with power to
transfer the whole or sell the same in parcels.
d) To raise money on the security of the company's assets: The assets include all
contributions which the liquidator is entitled to get from the members, past or present as
well as all assets which have been misappropriated as against creditors.
2. Powers exercisable without the sanction of the Court [section 457 (2)): The liquidator
in a winding up by the Court shall have power, without the sanction of the Court:
e) To do all acts and to execute documents and deeds on behalf of the company under its
seal.
f) To inspect the records and returns of the company or the files of the Registrar without
payment of any fee.
c) To prove, rank and claim in the insolvency of any contributory for any balance against his estate
and to receive dividends.
d) To draw, accept, make and endorse any bill of exchange, hundi or promissory note on behalf of
the company in the course of its business.
e) To take out, in his official name, letters of administration to any deceased contributory and to do
any other act necessary for obtaining payment of any money due from a contributory or his estate.
f) To appoint an agent to do any business which he is unable to do himself.
3.Powers exercisable in case of onerous contracts (section 535): The term 'onerous' means a
right to property e.g., a lease, in which the obligations attaching to it exceed the advantage to be
derived from it. The liquidator may with the leave of the Court disclaim onerous contracts and
properties. This shall be done within 12 months after the commencement of the winding up, unless.
1. The liquidator may exercise the following powers without the sanction of the Court:
2. Execution of documents and deeds on behalf of the company and use, when necessary, the
company's seal.
3. Inspect the records and returns of the company or the files of the Registrar without payment of
any fee
4. Draw, accept, make and endorse any bills of exchange, hundis or promissory notes with the
same effect as if drawn, accepted made or endorsed by the company in the course of its
business.
5. Prove, rank and claim in the insolvency of any contributory for any balance against his
estate and to receive dividends in respect thereof.
6. He can take out, in his official name, letters of administration to any deceased
contributory.