Answer in brief.
1) State the importance of company meetings.
1. Opportunities for members to come together: Meetings provide common platform and an opportunity to the members who are scattered all over different areas to come together. Discuss the matters and working of the company and arrive at decisions.
2. Minutes of the previous meeting: During the meeting Secretary has to read the notice. The agenda of the meeting and minutes of the last meeting held. After reading the minutes, he has to get them confirmed and signed by the Chairman. This enables the members to get clear ideas about the matters discussed in the previous meeting.
3. Fixation and implementation of policies: Plans and programmes 2 Management determines the policies, plans and programmes in the Board Meetings. It also decides ways and means of implementation of policies, plans and programmes in the meetings of the Board and conveys them to members for their approval in the General Meetings of the company.
4. Analysis of problems: Meetings are essential to discuss the nature of problems faced by the origanisation and to find solutions.
5. Legal requirements: Meetings are necessary to comply with statutory (legal) requirements as per the provisions made in the Companies Act. Legal formalities in relation to convening and conducting various meetings of the company are completed by organising and conducting the meetings.
6. Business : Meetings are essential to declare dividend, to appoint auditors, to elect directors, to study and give approval to annual report, auditors’ report, statements of accounts and to review the progress made by the company.
2) State the legal provisions regarding Proxy.
1. Appointment: Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. It is to be noted that the Central Government may prescribe certain companies whose members are not entitled to appoint another person as proxy. Directors cannot appoint proxy for a Board Meeting. A minor cannot be appointed as proxy.
2. Right: .A proxy is not allowed to speak at the meeting. He has no right to move a motion or to second a motion. He cannot demand a poll. He cannot vote except on a poll.
3. Membership: A proxy need not be a member of the company. A proxy can be outsider also.
4. Proxy Form: The duly completed proxy form must be deposited (submitted) in the registered office of the company at least 48 hours before the meeting is held. A separate proxy form is required for each meeting.
5. Inspection: A proxy has no right to inspect the proxy forms or the minutes of the meetings. A member can inspect the proxy form by giving not less than 3 days notice to the company.
3) When can point of order be raised?
Ans:- A point of order is a question raised by a member regarding some point considered to be irregular in the conduct of the meeting. Point of order is raised to draw attention of the Chairman to some irregularity in the procedure or conduct of the meeting. Every member attending the meeting has a right to raise a point of order at any time during the meeting.
The usual occasion for raising a point of order are:
1. absence of quorum
2. Breach of certain rules governing the conduct of the meeting
3. Misbehavior of a member
4. use of improper language and bad remarks of some speakers.
When a point of order is raised, the person addressing the meeting has to stop his speech for some time and the Chairman has to give his ruling or decision which is final and binding on the members.
4) Explain any four methods of Voting?
1. Voting by Voice : under this method. The Chairman requests the members in favour of a motion to say ‘Yes’ and the members against the motion to say ‘No’. The volume of voice indicates the sense of the meeting. The main defect of this method is that it is not possible to trace the votes expressed by the members. Moreover, the voice of ‘Yes’ or ‘No’ may not always give the correct idea about the majority of votes in the meeting. This method of voting is not secret.
2. Voting by Division: Under this method. The Chairman requests the members in favour of a proposition to go in one room and those against the proposition to another. The number of members in the two rooms is counted by the ‘teller’. If more members are in favour of the proposal the proposal is accepted. This method is rarely used in company meetings as the voting does not remain secret.
3. Voting by show of hands (Companies Act 2013 Section 107) this is the most popular method of ascertaining the sense of a meeting. The members in favour of a proposition are first asked to raise their one hand. Thereafter similar procedure is adopted for those who are against the proposition. After counting the hands in both the cases the majority of votes are easily known. If the number of hands raised in favour of the proposal exceeds the number of hands raised against the proposal, the proposal is accepted.
4. Voting by Ballot: Under this method, every member is given a ballot paper (voting paper). The paper does not provide for writing the name of the voter. The voter has to record his vote and drop the paper in the ballot box. The Chairman appoints scrutinizers to count the votes. The result is declared by the Chairman on the basis of the counting. This method ensures complete secrecy. In this method, every member can cast only one vote.
5. Voting Electronically (Companies Act 2013, Section 108): Electronic voting is voting that uses electronic means to take care of casting and counting votes. In this method, electronic voting machine or computer connected to internet is used. Members view ballot on a screen and make choice using device such as button or touch screen. Now Central Government prescribe certain Companies for having compulsory electronic voting in general meeting. Chairman declares the result by studying output data and result shown by the voting machine.
6. Voting by Postal Ballot (Section 110) : Postal ballot is a system of voting in which members get ballot papers sent to them through post. Members have to record vote on the ballot paper and send their vote by post when they cannot be present at the meeting. Election officials count the votes by processing the mailed in ballots through electronic means or may count the votes manually. Now Central Government prescribe certain companies for having voting by postal ballot.
7. Voting by Poll : This method is similar to the secret ballot method with the only change that every member is entitled to cast his votes in proportion to the number of shares held by him. A member or their proxies are given polling papers to record their votes. The result of poll is anal and not be challenged. A poll can be demanded at any time before or immediately after the declaration of results by other voting methods. If the demand is valid, the Chairman accepts it and fixes the time and the place for taking the poll. In any case, the Poll must be taken within 48 hours of the demand made by the members.
5) State the importance of Minutes.
1. Authentic Record: The minutes make official record of business transacted, decisions taken and resolutions passed in each meeting. Thus, minutes are the most official and authentic record of the individual opinions and views of the members taking part in the discussions.
2. Evidence: In a court of law, minutes can be produced as a legal evidence of the proceedings of a meeting. Its importance and utility are well understood and recognised in the court of law.
3. Record for future reference : Since minutes are a permanent record. They remove the difficulty of memorising the decisions and resolutions passed in the meeting. The minutes are useful to the top management for taking managerial decisions.
4. Legal provisions: Section 118 and 119 of the Companies Act, 2013, has made it compulsory for all the companies to keep the minutes of the company meetings. Hence, the main objective of keeping minutes is to fulfil this statutory requirement.
5 Information to absent members : Members who remain absent at the meeting can get a complete idea of the proceedings of the meeting from its minutes.
6. Information about resolution : The discussion on the motion is reflected in the resolution. Sometimes, the details and intricacies in oral discussions at the meetings may not be fully understood in the right sense. But when the minutes are finalized and ready. One can go through the same carefully and understand the Implications of the decisions taken.
7. Inspection of Minutes (Section 119): As per the provisions made in Section 119 of the Companies Act, 2013, every company is required to keep its minute’s book at its registered office. Every member has right to inspect the minutes book of the general meetings.