Page 328 - DMGT407Corporate and Business Laws

Unit 13: Meeting of Directors and Shareholders

13.6 Summary Notes

The different provisions of the Companies Act empower shareholders to exercise their
rights therein at general meetings consequently, the act provides for calling and conducting
meetings of members.
A statutory meeting is required to be held once in the life of a company, which is a public
company having a share capital.
Statutory meeting must be held within a period of not less than one month and not more
than six months from the date the company is entitled to commence business. The Bond of
Directors should get a report, called the statutory report, sent to each member with the
notice of the meeting.

An Annual General Meeting (AGM) is to be held by every type of company.
An extraordinary general meeting is convened for transacting some special or urgent
business that may arise in between two annual general meetings.

A number of members of any body sufficient to transact business at a meeting is a quorum.
A point of order deals with the conduct or procedure of the meeting.

Minutes are a record of business transacted at meetings.
13.7 Keywords

Agenda: The word agenda indicates the business to be transacted at a meeting.
Ordinary Resolution: When a motion is passed by simple majority of the members voting at a
general meeting, it is said to have been passed by an ordinary resolution.

Proxy: Every member of a company entitled to attend and vote at a meeting has the right to
appoint another person, whether a member or not, to attend and vote for him. The term proxy
is applied to the person so appointed.

Quorum: A quorum is the minimum number of persons whose presence is necessary for the
transaction of business at a meeting.
Special Resolution: A resolution is a special resolution when the number of votes cast in favour
of the resolution is three times the number cast against it.

13.8 Review Questions

1. A meeting was properly convened and was subsequently adjourned by the Chairman. No
fresh notice was given for the adjourned meeting which has held subsequently. Discuss
whether the adjourned meeting is a valid meeting.

2. Elucidate the provisions of the Companies Act, 1956 in respect of an extraordinary general
meeting to be held on requisition.
3. The secretary of the company while sending out to the members of the company notice of
a special resolution to be proposed at the annual general meeting inadvertently omitted
out to send the notice to one member. The resolution was passed at the meeting. Discuss
whether the resolution is valid or not. Justify.

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