Justify the following statements.
1) Meeting must be duly convened and properly constituted.
a) A company meeting is defined as an “Assembly or gathering of persons connected with the company who wish to discuss and decide the matters related to it.”
b) A meeting becomes a valid meeting when it is duly convened and properly constituted. A meeting is said to be duly convened when it is convened by proper authority.
c) It must be convened in accordance with the Provisions of the Companies Act, 2013 and Articles of Association of the company. A meeting is said to be properly constituted only when requisite quorum is physically present at the meeting.
d) The ‘quorum’ implies the minimum number of members legally required to remain present at the beginning and during the course of meeting. There must be proper person in the chair. A meeting becomes valid when it is properly conducted.
e) Proper rules for discussion and order in debate must be observed to make the meeting meaningful. The proceedings of the meeting must be recorded properly in the proper minute’s book.
2) Chairman is responsible for proper conduct of meeting.
a) It is the responsibility of the Chairman to see to it that the meeting over which he is presiding is properly convened and duly constituted.
b) To see that the proper quorum is present in the meeting and to adjourn the meeting if there is no proper quorum. To preside over the meeting and to conduct the meeting in an orderly manner.
c) To conduct the business of the meeting according to the agenda already circulated and to confirm the discussion to the items listed on the agenda.
d) It is the responsibility of the Chairman to ensure that the proceedings of the meeting are conducted according to the rules and regulations of the meeting.
e) To give equal opportunities to all to express themselves and to give an adequate opportunity to the minority groups. To conduct the proceedings fairly and impartially. To ascertain the sense of the meeting by pulling questions and to grant poll if demanded properly.
3) Motion can be amended.
a) A motion is a proposal or proposition or concrete suggestion placed before a meeting for discussion and decision. During the discussion of the motion, it may be found necessary to make alterations or modifications in the text of the motion.
b) The motion proposing alterations or modifications is called an amendment. Amendment may be made to the main motion by adding some new words in it, deleting some words from the motion, replacing some words by some other words and by changing the position of words in the motion.
c) The amendment may be accepted or rejected. If accepted, the amended motion is considered for discussion. If it is approved by the meeting, it is incorporated in the original motion.
d) If it is rejected or lost the original motion is continued for discussion.
4) Proxy can not speak in the meeting.
a) A proxy is a person appointed by a shareholder or a member of a public limited company to attend and vote on his behalf at the meeting.
b) Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. A proxy is appointed by a member who finds it difficult to attend the meeting but wishes to vote at the meeting.
c) A vote given by a proxy is a valid vote. But a proxy can vote only when a poll is taken. It is not necessary that a proxy must be a member of the company.
d) He can be an outsider also. He is not allowed to take part in a discussion at the meeting.
e) Under Section 145 of the Companies Act 2013, a proxy cannot speak, discuss any matter or issue in the meeting. He is appointed only for the purpose of voting on behalf of the member.
5) Notice is issued to members for a meeting along with agenda.
a) A notice is an advance intimation to the persons entitled to receive it, about the venue, day, date and time of a meeting and the business to be transacted in it with a request to attend the meeting.
b) The notice may be sent with the necessary documents. An agenda is a list of items of business. Serially arranged, on which discussion is invited in a meeting so as to arrive at certain decisions.
c) It may be a part of the notice of the meeting or may be sent with the notice. It is drafted by the Secretary in consultation with the Chairman. d) The Chairman takes up for discussion the items usually in the same order as on the agenda. He can change the order with the consent of the house.