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i. A chairman of the general meeting (Mr. P) can exercise casting votes in case of a tie in votes.

ii. Under the poll method, a member can cast his votes as per the number of shares held by him. ‘One shares One vote’ is a rule. Eg. If Mr. A has 100 shares, he can cast 100 votes.

iii. If the point of order is raised, Mr. P has to stop discussion on an original motion under discussion and give his ruling/decision immediately on point of order.

(i) Ordinary Resolution

(ii) Registrar of Companies

(iii) Proxy

(i) False

(ii) True

(iii) True

(iv) True

(v) False

(vi) True

(i) Chairman

(ii) Notice

(iii) 2 members

(iv) Chairman

(v) Substantive motion

(i) Amendment

(ii) Point of Order

(iii) Proxy

(iv) Casting vote

(i) Formal Motion

(ii) Casting vote

(iii) Resolution

(iv) Virtual voting

(v) Minutes

A motion is a proposal put before the meeting for discussion and decision. A person who proposes a motion is called a proposer or a mover of a motion. Kinds of Motion:

• Formal Motion 
• Substantive Motion

(i) Formal Motion: Formal motions are moved for the purpose of preventing or delaying or speeding up discussion on a motion. 

Types of Formal Motion:

(a) Closure Motion: This motion is moved when sufficient time is spent on the discussion of a particular motion. Any member can propose that ‘The question be now put’ to vote. This is a closure motion. The main object of this motion is to avoid waste of time and to arrive at a quick decision. If this motion is put to vote and if the majority approves, no further discussion is permitted.

(b) Previous Question Motion: The main purpose of this motion is to prevent discussion on the main motion. When a member feels that it is unwise to consider the main motion, they may move the previous question. The wording of this motion is ‘The question be not now put’. If it is carried, the discussion on the main motion is dropped. If the previous question is lost, the original motion is put to vote.

(c) Next Business Motion: The purpose of the motion is similar to the previous question motion. The wording of the motion is ‘The meeting to proceed to next business. Such a motion is moved when a member feels that the main motion under discussion is of little importance and other items of importance remain to be transacted. If it is carried, the original motion is dropped at once and the meeting proceeds to the next business.

(d) Adjournment of Debate Motion: The main aim of this motion is to postpone the debate. The wordings of this motion are ‘The debate on the subject is adjourned’. The mover of the motion feels that some extra information is needed for further discussion and the discussion should be delayed for some time. If this motion is carried, the debate will be adjourned. If it is lost, the debate continues.

(e) Adjournment of Meeting: The main aim of this motion is to postpone the meeting for a particular period or indefinite period. The wording of this motion is ‘The meeting be now adjourned’. If it is carried the meeting is postponed to a future date. If it is lost, the meeting continues.

(ii) Substantive Motion: A motion that is changed due to an amendment is called a substantive motion. When an amendment is passed, it is incorporated in the original motion and the substantive motion is put to vote. If it is passed, it becomes a resolution.

• A proxy is a representative of a member.
• A proxy can attend and vote on behalf of an absent member.
• If a member is not in a position to attend the meeting, he can appoint a proxy on his behalf.
• A proxy need not be a member of the company.
• A minor cannot be appointed as a proxy.
• A proxy has no right to speak at the meeting.
• A proxy can vote only under the poll method.
• A member appointing a proxy must submit the proxy form in the registered office of the company at least 48 hours before the meeting.
• Thus, Proxy can not speak in the meeting.

A chairman is a person who presides over a meeting. There should be a proper person in the chair i.e. chairman to conduct the proceedings of the meeting smoothly, fairly, and properly.

Powers of Chairman:

• To maintain order and conduct the meeting properly.
• To maintain order at the debate.
• To decide the priority of speakers.
• To prevent improper behaviour and unparliamentary language.
• To adjourn the meeting.
• To exercise a casting vote.
• To declare the result of the voting.
• To give a ruling on point of order.

Duties of Chairman:

• To see that the meeting is duly convened and properly constituted.
• To see that the meeting is held according to the rules.
• To see that the items are discussed as per the order of the agenda.
• To maintain overall discipline in the meeting.
• To give a fair chance to members to express their views.
• To declare the result of voting.
• To check and sign minutes book. 
• To act in the best interest of the company.

Notice is an advance intimation given by the company informing the day, date, time, and place of meeting and business to be transacted at the meeting. It is given in writing to all those who are entitled to receive it. 

(i) Essentials of the notice of a meeting:

• Nature and type of meeting. 
• The exact day, date, time, and place of the meeting. 
• The agenda of the meeting. 
• A statement of a member entitled to attend the meeting and appoint a proxy. 
• Any intention to pass a special resolution must be mentioned in the notice. 
• Statutory note and explanation, if any special business is to be transacted.

(ii) Proper authority to send notice: The Board of Directors is the proper authority to send the notice. Under exceptional circumstances, members of the National Company Law Tribunal or Central Government may send a notice for the meeting.

(iii) Proper authority to receive notice:

• All shareholders in case of the shareholders meeting. 
• Auditors, in case of Annual General Meeting. 
• The legal representative of the deceased or insolvent person. 
• First name in Register of members, in case of joint holders. 
• All directors in case of Board Meeting and General Meeting.

(iv) Period of Notice: In the case of a general meeting, notice must be sent 21 clear days before the actual meeting (day of sending and day of meeting are excluded). In the case of a Board meeting, 7 days’ notice is required.

(v) Modes of serving notice:

• It can be sent either personally or by ordinary post at the registered address of the member in India. 
• If no registered address in India, then it can be sent to the address, given by the members. 
• It can be sent by registered post if requested by the member. Charges for the same are to be paid in advance. 
• It is to be advertised in all leading newspapers, (English and regional language) where the registered office is situated. 
• It can also be sent through electronic mode i.e. email.

(vi) A statement to be sent along with notice: In case any special business is to be transacted in the general meeting, an explanatory statement to that effect is to be annexed to the notice. 

(vii) Omission to give notice: If notice is not served to one or more members deliberately, the meeting stands invalid.

• Notice is an advance intimation given by the company informing the day, date, time, and place of the meeting.
• Agenda is given along with notice so that members can come well prepared for the meeting.
• Members come to know about the matters to be discussed at the meeting.
• If a member is not in a position to attend the meeting, he can appoint a proxy.
• Member can advise his proxy to vote on certain matters.
• Thus, a Notice is issued to members for a meeting along with the agenda.

• The Board of Directors is the authority to convene general meetings.
• The notice must be given 21 clear days before the meeting to all those who are entitled to receive it.
• The notice must be sent to all the members at their registered address in India.
• Notice can be sent by registered post, if requested by the member, charges for the same is to be paid in advance.
• Notice is also given in all leading newspapers.
• Notice is accompanied by agenda and also Annual report, Auditor report, Annual accounts, etc. in case of Annual General Meeting.

• Agenda means a list of items to be done at the meeting. 
• It is a programme of the meeting. 
• It is prepared by the secretary in consultation with the chairman. 
• It is a guideline to the chairman of the meeting.
• It enables the chairman to conduct the business of the meeting in an orderly manner. 
• Routine matters which can be discussed and decided in fewer times are arranged first in the serial order, after that special business or time consuming matters. 
• This makes it easy for the chairman to go through it and discuss the matters. 
• Thus, the agenda is useful to the chairman of the meeting.

Agenda is a list of items to be discussed or things to be done or the business to be transacted at the meeting. It is sent along with the notice. A secretary prepares the agenda in consultation with the Chairman. 

Importance of Agenda:

• Members come to know about the matter to be discussed at the meeting. 
• Members can come well prepared for the meeting, as the agenda is sent along with notice (21 clear days) before the meeting. 
• The agenda helps the chairman to conduct the meeting efficiently. 
• Items can be discussed as per the order mentioned in the agenda. 
• All items are discussed at the meeting. Routine matters are discussed first, followed by special matters.

• Quorum is a minimum number of members to be present for a valid Meeting.
• As per the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

•  For a private company minimum of 2 members should be present
• If the meeting is conducted without a quorum, it is considered invalid.
• In the absence of a quorum, Annual General Meeting is adjourned.
• Adjourned Meeting will be convened on the same day, same time, and the same place in the next week.

• a minimum number of members required for a valid meeting is a quorum. 
• Members present in the beginning should be present during the entire period of the meeting. 
• If the quorum is not present, the meeting stands adjourned for the next week same day, same time, and same place. 
• In the absence of a quorum, if any meeting is conducted it is considered an invalid meeting. 
• If any resolution is passed in the absence of a quorum, then such resolution is considered an invalid and illegal resolution. 
• Thus, a quorum is required throughout the meeting.

i. Yes, the agenda should be sent along with the notice.

ii. A special resolution is needed to alter the Articles of Association.

iii. A copy of the special resolution passed for altering Articles of Association must be filed with the Registrar of Companies within 30 days of its passing.

• Every company other than one person company must hold an Annual General Meeting once a year.
• Annual General Meeting is held to review the working of the company during the previous financial year and take an effective decision for the next year.
• It is mainly called to approve Annual Report, Auditor Report, Annual Accounts, to declare a dividend, to elect Directors, Auditors and to transact special business, if any.
• First AGM shall be held within 9 months of the closing of the first financial year of the company.
• The time interval between two Annual General Meetings should not be more than 15 months.
• If the default is made in holding AGM then the company and every officer of the company in default are punishable with a fine which may extend up to ₹ 1,00,000 and up to ₹ 5,000 per day till default continues.

i. False

ii. False

iii. False

iv. True

A point of order is a question or objection raised by any member when he wants to point out an irregularity in the proceedings of the meeting. It is raised to draw the attention of the chairman.

The point of order can be raised on the following points:

• Absence of quorum
• Breach of any rule related to meeting
• Misbehavior of any member
• Unparliamentary or Improper language used by any member.

Minutes are the written records of proceedings of a meeting. It is a summary of all discussions and decisions taken at the meeting. It is a concise and accurate record of business transacted at the meeting. Minutes are prepared by the secretary within 15 days after the meeting. Minutes are recorded in minutes book and written in the past tense. After preparing minutes, it should be passed in consecutive meetings. Minutes book for General meetings and Board meetings are maintained separately.

The time interval between two Annual General Meetings should not be more than 15 months.

(i) In a Joint Stock Company, there is the separation of ownership and management.

(ii) The interval between 2 Annual General Meetings should be no more than 15 months.

(iii) Extra Ordinary General Meeting is called to transact “special business.”

(iv) Meetings of debenture holders, depositors, etc. are called Creditor’s Meeting.

i. No, the company cannot call the next Annual General Meeting immediately to remove the director.

ii. Extra Ordinary General Meeting should be called to discuss removal of the director.

iii. A resolution requiring special notice (section 115) will be passed in the meeting for the removal of the director.

i. Chairman

ii. Voting by-poll

iii. Ordinary Resolution

iv. Special Resolution

v. Secretary

vi. Chairman

Extra Ordinary General Meeting is held under special circumstances to discuss urgent and important matters.

i. Annual General Meeting

ii. Extra-ordinary General Meeting

iii. Board Meeting

iv. Board of Directors

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.

Creditors of the company include Debenture holders, Depositors, Banks, and others. The meeting of creditors is called when the company proposes to make a scheme for an arrangement with its creditors.

E.g. In the case of winding up of the company, a meeting of creditors and of contributors is held to ascertain the total amount due by the company and also to appoint a liquidator to wind up the affairs of the company.

The gap between the two Board Meetings should not be more than 120 days.

A Meeting of a particular class of shareholders, held to make changes in their rights and duties, is called a class meeting. It is held to get their consent for the changes affecting their interest

i. Minimum four Directors Meetings must be held in a year.

ii. Annual General Meeting must be held once a year.

iii. Annual General Meeting must be held every year.

iv. The Meeting of all Directors is Called Director’s Meeting.

The Board of Directors may from the committee and delegate some of its powers to them. This committee should consist of only directors. The delegation of such powers to committees is to be authorized by Articles of Association and should be subject to the provisions of the Companies Act. A meeting of Allotment Committee, Transfer Committee, etc are examples of Committee Meeting.

Legal Provisions relating to Extra-Ordinary General Meeting: 

(i) Time for holding a meeting: Extra-Ordinary General Meeting is 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:

• The Board of Directors has the right to call an Extra-Ordinary General Meeting by sending a proper notice to the shareholders. 
• Extra-Ordinary General Meeting can be called by the members holding at least 1/10th of the paid-up capital or 1/10th of voting power in the company. Board must call Extra-Ordinary General Meeting within 45 days of receiving the requisition from the members. 
• If the Board fails to call such a meeting then the requisitionists themselves call this meeting within 3 months from the date of deposit of the requisition. The company shall pay all the expenses incurred for holding Extra-ordinary General Meeting. 
• National Company Law Tribunal (NCLT) can order such meetings on its own or at the request of a director or any members having voting rights.

(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 Extra-Ordinary General Meeting of a public company is as follows:

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

i. (c) notice

ii. (b) 21

iii. (b) Chairman

iv. (c) poll

v. (b) an ordinary resolution

Legal Provisions regarding Proxy are as follows:

• Appointment: Any member of a company entitled to attend and vote at the meeting shall be entitled to appoint a proxy to attend and vote at the meeting on his behalf. A minor cannot be appointed as a proxy. The proxy cannot be appointed for the Board Meeting. The appointment of a proxy is valid for an adjourned meeting.
• Right: A proxy is not allowed to speak at the meeting. The proxy can vote only on resolutions passed by voting by poll.
• Membership: A person appointed as a proxy need not be a member of the company.
• Proxy form: A member appointing a proxy must submit a duly completed proxy form in the registered office of the company at least 48 hours before the meeting.
• Inspection: A member can inspect any proxy form by giving not less than three days’ notice to the company.

The meeting which is held to discuss the policy matters of the company is called as Director’s meeting. Such meetings are classified into Board meetings and Committee meetings. The First Board meeting is to be called within 30 days from the date of incorporation.

(i) Shareholders meeting

(ii) Class Meeting

(iii) Committee Meeting

(iv) Creditors Meeting

(v) Class Meeting

Legal Provisions relating to Board Meeting:

(i) Authority to Convene:

The chairman of the Board is the proper authority to call the Board Meeting.

(ii) Number of Board Meetings:

• First Board Meeting shall be held within 30 days of the date of its incorporation.
• Subsequently, there should be four meetings in a year.
• The gap between the two meetings should not be more than 120 days.
• At least one Board meeting should be held in 6 months in case of one person company, small company and dormant company.
• The gap between two meetings should not be more than 90 days in the case of one person company, a small company, and a dormant company.

(iii) 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.

(iv) Quorum (Section – 174):

• The quorum for the Board Meeting is 1/3rd of the total number of directors or two directors whichever is higher.
• Any fraction should be rounded to one.
• Interested directors (personal interest in any matter) are not included in the quorum.

(i) (a) 30

(ii) (c) 120

(iii) (b) Virtual

(iv) (b) Members

1. Directors collectively are called as Board of Directors.

2. The Board of Directors has to meet frequently with reference to the day-to-day working of the company.

3. All important decisions can be taken by the Board of Directors in the Board Meeting collectively.

4. Powers which can be exercised at Board Meeting are:

• The power to fill casual vacancies in the Board.
• To recommend the rate of dividend.
• The power to appoint managing Director, Manager, etc.
• To sanction a contract.
• To give loans or invest in shares of other companies.

Functions of Secretary Relating to Extra Ordinary General Meeting:

(i) Before the Meeting:

• Time of Holding: To decide the date, time, place, and agenda for holding the meeting in consultation with the chairman of the company and to convene the Board Meeting for finalization of these things by passing a resolution to that effect.
• Drafting of Resolution: To draft the proposed resolution and explanatory statements and to get them approved by the board.
• Notice: To draft the notice of the meeting and arrange to get the same printed together with the explanatory statements, proxy forms, and admission cards. To send the notice with agenda to all the members, at least 21 days before the meeting.
• Public Notice: The notice is also published in the leading newspapers for the information of the general public.
• Notice to Stock Authorities: If the shares are listed on the stock exchange, a notice of the meeting is sent to stock exchange authorities too.
• Proxy: To verify proxy forms received and enter them in the proxy register.
• Preparing Documents: The important documents, records, Books, etc. are kept ready for reference during the meeting.

(ii) During the Meeting:

• Checking: To check the admission card of the members.
• Attendance: To take attendance of members.
• Ascertaining Quorum: To ascertain the quorum.
• Reading Notice: To read the notice convening meeting.
• Assist Chairman: To assist the chairman, by providing necessary information, records documents.
• Notes of Proceedings: To make notes of the proceedings of the meeting.

(iii) After the Meeting:

• Drafting Minutes: To draft the minutes of the meeting and enter the same in the Minute Book.
• Signed by the Chairman: To get Minutes signed by the chairman of the meeting.
• Filing of Resolution: To file the certified copy of the resolution passed at the meeting, to the Registrar of Companies.
• Sending Intimation: To send intimation to the concerned persons.
• Implementations: To carry out decisions taken at the meeting.

A motion is a proposal put before the meeting for discussion and decision. A person who proposes a motion is called a proposer or a mover of a motion. A motion is subject to alteration before it is adopted by the meeting.

An amendment is any alteration proposed by a member to the original motion when a motion is under discussion. Amendments are generally moved to alter original motion by

• Adding some new words or
• Deleting some words or
• Replacing some words or
• Changing the position or place of words.

The amendment should be relevant to the main motion and it must not alter the original motion.

Types of Resolution:

(i) Ordinary Resolution:

A resolution which is passed by simple majority is called ordinary resolution. More than 50% of the votes should be in favour of motion. An ordinary resolution need not be submitted to the Registrar of Companies. The notice of the meeting need not require to explain the particulars of an ordinary resolution.

Examples:

• Approval of Directors report and Auditor report.
• Alteration of share capital
• Declaration of dividend, etc.

(ii) Special Resolution:

The resolution which is passed by special majority is called as Special resolution. It is passed by 3/4th or 75% majority. The purpose of passing this resolution should be mentioned in the notice of the meeting. A special resolution is passed in general meeting only. Notice of special resolution has to be given to the members 21 clear days before the meeting. A copy of special resolution must be filed with the Registrar of Companies through e-filing on MCA portal within 30 days of passing resolution.

Examples:

• Change in the name of the company.
• Change in the registered office of the company from one state to another.
• Alteration in the object clause of company, etc.

(iii) Resolution requiring special notice:

Some resolutions require special notice as per the companies Act or Articles of Association of the company, hence such resolutions are called resolution requiring special notice. Special Notice resolution may be ordinary or special resolution. A proposer of a motion has to give a special notice of 14 days to the company. The company should then give a notice of that resolution to all members atleast 7 days before the meeting.

Examples:

• Resolution to appoint a person as an auditor other than a retiring auditors.
• A resolution providing that a retiring auditor shall not be reappointed.
• Resolution to appoint director other than retiring director, etc.

(iv) Resolution requiring registration:

Resolution which are required to be registered with the Registrar of Companies are called as resolution requiring registration. Resolution should be filed with Registrar within 30 days of its passing.

Examples:

• All special resolutions.
• Resolution made by Board of Directors regarding appointment or reappointment of Managing director.
• Resolution by members regarding dissolution of the company, etc.

(v) Resolution by Circulation:

When directors have to take important and urgent decisions and do not have a sufficient time to call a meeting, then a draft resolution is prepared and forwarded to all directors to pass resolution. It is called as resolution by circulation.

A proxy is a person, who can attend and vote at the meeting on behalf of an absent member. Every member of a company has a statutory right to appoint a proxy. When a member is not in a position to attend the meeting, he can appoint his representative. The representative of an absent member is called a Proxy. He has no right to speak at the meeting.