Page 326 - DMGT407Corporate and Business Laws

Unit 13: Meeting of Directors and Shareholders

Registration of certain resolution and agreements (s.192). A copy of the resolutions or agreements Notes
as enumerated in this section must within 30 days after their passing or making be forwarded to
the Registrar of Companies who shall record the same.

13.5.6 Point of Order

A point of order deals with the conduct or procedure of the meeting. The chairman has to give
his ruling or decision on a point of order at once. His ruling on any matter of procedure is final.

13.5.7 Minutes of Proceedings of Meeting

Minutes are a record of business transacted at meetings. Every organisation must keep minutes
containing a fair and correct summary of all proceedings of general meetings of members and
of Management Committee. It is the duty of the secretary to make this record.

After the meeting is over or as soon thereafter as possible, whilst the proceedings are still fresh
in mind, the secretary should proceed to draft the minutes of the meeting. Each minute entered
on the minute book should be consecutively numbered, abbreviated in the margin and indexed.
They must be written in the order in which the business was transacted at the meeting. Minutes
may be recorded either in the form of narration or conclusions. In the latter case, only conclusions
in the form of resolutions passed are recorded. The practice is to have conclusions only. Details
of the actual discussion and irrelevant talks should be omitted. The minutes should be clear,
compact, unambiguous and definite. Minutes of each meeting must begin on a fresh page and
should be headed with the number, date and nature of the meeting. The wording of resolutions
and amendments must be recorded in full and the name of the proposer and secondary given,
whether they are eventually carried or not.

Section 193 provides that every company must keep minutes containing a fair and correct
summary of all proceedings of general meetings in books kept for that purpose. The minutes
book must have their pages consecutively numbered and minutes must be recorded within
30 days of the meeting.

Task DJA Co. Ltd. held its AGM for the financial year ending 31 March, 2005, on
30 September, 2005. The meeting was adjourned without placing the balance sheet of the
company as at 31 March, 2005 before the meeting. The balance sheet as at 31 March, 2005
was placed at the adjourned AGM held on 31 March, 2006 and the same was filed with the
Registrar on 20 April, 2006.
Examine, whether placing of the balance sheet at the adjourned AGM and filing with the
Registrar on 20 April, 2006 are in order.

Self Assessment

Fill in the blanks:
13. The term ……………….. indicates a proposition made at a meeting by any member.
14. A ………………………deals with the conduct or procedure of the meeting.
15. When a motion is passed by simple majority of the members voting at a general meeting,
it is said to have been passed by ……………..resolution.

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