Answer in brief.
1) List the duties of a Secretary after the Annual General Meeting.
Ans:-
1. Drafting the Minutes: The Secretary has to draft the minutes of the meeting Within 30 days of the meeting. He has to submit the draft of the minutes for approval and signature of the Chairman.
2. Implementing decisions: The Secretary has to instruct the concerned executives to execute the decisions taken in the meeting and to take action on the resolutions approved in the meeting.
3. Sending documents and filing resolutions: The Secretary has to arrange for the despatch of dividend warrants to all the shareholders as declared in the Annual General Meeting, Within 30 days of the date of declaration of dividend. He has to file Annual Returns with the Registrar of companies. He has to file the copies of the special resolutions passed at the Annual General Meeting with the Registrar of Companies within 30 days of their passing.
4. Send intimation to absent members: The Secretary has to send the information of the proceedings, resolutions passed and other related information of the meeting to the absent members.
2) State the objectives of Annual General Meeting.
Ans:-
1. To approve annual accounts, Directors’ report and auditors’ report
2. To declare dividend
3. To elect Directors In place of retiring Directors and to appoint auditors and fix their remuneration
4. To provide an opportunity to the shareholders (members) to discuss and review the progress and performance of the company
3) State any four legal provisions regarding Board Meeting.
Ans:-
Authority to convene: The Chairman of the Board is the proper authority to convene the Board Meeting. Number of Board Meeting:
1. First Board Meeting: The first Board Meeting is required to be held within 30 days of is the date of its incorporation.
2. Subsequent Board Meeting: Subsequent Board meetings must be held at least once in 3 calendar months i.e. minimum 4 Board Meetings must be held every year. The time gap between two Board meetings should not be more than 120 days.
3. In case of One Person Company : In a One Person Company, small company and dormant company, the Board Meeting must be held once in the period of six months i.e. at least one meeting in each half of calendar year. The time gap between two Board Meetings should not be less than 90 days.
Virtual Meeting : A virtual meeting of Directors means Directors around the city or outside the city regardless of their location use audio video and link online, use video teleconference software. This is a quicker and efficient way to co-ordinate and conduct urgent meeting with various members or departments in an organisation. It depends on the flow of information and ease of communication between the participants. The meeting should be capable of recording and recognising the participation of Directors. However, in certain cases Central Government specifies certain matters that cannot be discussed and dealt through video conferencing or other audio visual means.
Notice : The notice of Board Meetings must be sent to all the Directors of the board at least 7 days prior to the Board Meeting at their registered address by hand delivery or by post or by electronic means. Agenda of the meeting also to be sent along with notice.
Quorum: The quorum for this meeting is one-third of the total number of Directors or two Directors whichever is higher. The Directors who have personal interest in the mater to be discussed in the meeting are excluded from the quorum.
Adjournment: In the absence of requisite quorum, the meeting is adjourned and is to be held on the same day, same time and place next Week.
4) What are Class Meetings?
Ans:-
Meaning: The rights attached to the shares of any class may be varied or altered any time by the company. A consent of the holders in writing is necessary for such alteration. A meeting which is held to obtain such consent from a particular class of shareholders is called ‘Class Meeting’.
Legal Provisions: Section 48 of the Companies Act, 2013, provides for the holding of meetings of a particular class of shareholders, if necessary. It is held whenever a company desires to make changes in the rights and duties of a particular class of shareholders. Article of Association may provide for arranging such meeting.
Purpose : The purpose of class meeting are to discuss the matters Which are affecting the rights and duties of particular class of shareholders and to get their approval for the changes desired to be carried out.
Convene: If a company wants to change the rate of dividend on preference shares, the company has to convene a meeting of preference shareholders to get their approval. Similarly, if the preference shareholders are not paid dividend for more than two years, they can summon a meeting of all the preference shareholders.
Frequency: The class meeting is held or arranged very rarely and not regularly.
Resolution: Usually special resolutions are passed in this meeting.
5) What is the purpose of conducting Extra ordinary General meeting?
Ans:-
This meeting is convened whenever it becomes necessary to’ take an immediate decision on some important issue affecting the business of the company which cannot be postponed till the next Annual General Meeting. The purpose of Extraordinary General Meeting:
1. Alterations in the clauses of Memorandum of Association such as name clause, domicile clause or object clause.
2. Alteration in Articles of Association.
3. Removal of Director before the expiry of his term.
4. Removal of auditor before expiry of his term.
5. Voluntary winding-up of company.