Answer the following questions.
1) Explain the functions of a secretary related with Annual General Meeting.
Functions before the Annual General Meeting :
1. Fixing a Board Meeting: The Secretary has to convene the Board Meeting to fix the date, time and place of the Annual General Meeting.
2. Issue of Notice: The Secretary has to print and send the notice, agenda and all other related documents to the members at least 21 days prior to the meeting. He is also required to publish notice and agenda in the leading newspapers for convenience of concerned members.
3. Speech of the Chairman: The Secretary has to assist the Chairman in preparing the Chairman’s speech and to get it printed.
4. Preliminary arrangements: Secretary has to make necessary arrangements such as booking of hall, seating arrangements, checking admission cards, public address system, lighting, refreshment, etc.
5. Company Accounts: The Secretary has to get the annual accounts finalised, as soon as the financial year is over. These accounts include Trading Account, Profit and Loss Account, Balance Sheet and other statements. They must be prepared in the forms prescribed by the Companies Act. He has to prepare Annual Report also.
Functions during the Annual General Meeting:
1. Attendance: The Secretary has to keep the Attendance Register and the Register of Members ready at the gate. Each member has to sign in the register after getting his membership verified.
2. Quorum : The Secretary has to check the requirements of the quorum as per the provision in the Articles He confirm the result of his checking to the Chairman. He has to wait for half an hour in the case the meeting is short of the quorum. After half an hour the meeting can be commenced if there is the required quorum or may be adjourned in the absence of the quorum.
3. Reading reports: The Secretary has to read the notice the agenda of the Annual General Meetings minutes of the last Annual General Meeting and the Directors’ Report at the beginning of the meeting.
4. Writing the proceedings: The Secretary has to note down the decisions resolutions and explanatory points about the proceedings of the meeting in a serial order. This is necessary for writing minutes.
5. Helps the Chairman: During the course of the meeting the Secretary has to provide necessary assistance and related information, materials etc. to the Chairman as and when required for smooth conduct of the meeting.
6. Conduct Poll: The Secretary has to make all the arrangements for voting and poll if demanded by the members.
Functions after the Annual General Meeting:
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 warrant 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) Explain the different types of General Meetings of company.
(1) Annual General Meeting (Section 96 to 98)
(A) Meaning: A meeting of all the shareholders which is held once in every calendar year as per the provisions of Section 96 to 98 of the Companies Act, 2013, is called an Annual General Meeting.
(B) Purpose of Annual General Meetings:
(1) To approve annual accounts. Directors’ report and auditors‘ report
(2) To declare dividend
(3) To elect Directors in place of retiring Directors and
(4) to appoint auditors and fix their remuneration
(5) To provide an opportunity to the shareholders (members) to discuss and review the progress and performance of the company.
(C) Legal Provisions:
(i) Time of holding Annual General Meeting: The first Annual General Meeting must be held within 9 months from the date of closing first financial year. Thereafter subsequent Annual General Meeting should be held within 6 months of the closing of the financial year. The gap between two consecutive Annual General Meetings shall not be more than 15 months. On the request of the company. Registrar of Companies may extend the time to conduct Annual General Meeting by further period of not more than 3 months. However, this extension cannot be granted in case of first Annual General Meeting. These legal provisions are not applied to One Person Company.
(ii) Authority to convene Annual General Meeting : The right to convene this meeting is vested with the Board of Directors.
(iii) Notice : The notice of this meeting must be sent to all the members of the company at their registered address by post or through electronic mode at least 21 days prior to the date of the meeting.
(iv) Date, time and place of Annual General Meeting : Annual General Meeting must be called during working hours between 9 am to 6 pm on any day except national holiday. It must be held either at the registered office of the Company or at any other place within the city in which registered office in located.
(v) Quorum: The requisite Quorum for Annual General Meeting is:
Number of shareholders
Not more than 1000
Five (5) members
More than 1000 but up to 5000
Fifteen (15) members
Thirty (30) members
For private company, requisite quorum is 2 members. 30 member
(vi) Adjournment of Meeting: In the absence of requisite quorum, meeting is adjourned and is held on the same day, time and place next week.
(vii) Default : In case the company fails to hold Annual General Meeting, the company and every officer of the company who is in default are punishable with fine which may be up to Rs 1 ,00,000 and in the case of continuing default with further fine which way extend up to Rs 5,000 per day.
(2) Extraordinary General Meeting (Section 100):
(A) Meaning: A general body meeting of all the shareholders of a company other than a Statutory Meeting or an Annual General Meeting which is held in between the two Annual General Meetings is called Extraordinary General Meeting.
(B) Purpose : 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.
(C) Legal Provisions:
(1) Authority to convene Extraordinary General Meeting:
(a) Board of Directors: The Board of Directors has right to call this meeting by giving proper notice to the shareholders.
(b) Board of Directors on requisition of Members : In case of company having share capital, the shareholders holding at least 1/10 of the paid-up share capital carrying voting rights and in the case of a company not having share capital members having 10% of voting powers can request to hold Extraordinary General Meeting. The Board of Directors in such case must hold Extraordinary General Meeting within 45 days of the date of receipt of requisition from the members.
(c) Requisitionist themselves: If the Board unable to call an Extraordinary General Meeting, the meeting can be called by the requisitionist themselves. In such case meeting must be held within 3 months from the date of deposit of requisition. The company in such case is required to reimburse the expenses incurred by the requisitionists to arrange and organise such meeting.
(d) National Company Law Tribunal (NCLT) or Government : If on account of any reason it 13 totally impracticable for a company to hold Extraordinary General Meeting then National Company Law Tribunal can order the company hold it. NCLT has power to order such a meeting on its own or at the request of a Director or any member having voting rights.
(D) Notice: The notice of an Extraordinary General Meeting must be given to the members at least 21 days in advance. If the company intends to transact any special business, it requires to send an explanatory statement to the members along with the notice.
(E) Quorum: The quorum for this meeting is 5 members in case of public company and 2 members in case of private company.
3) Explain the different types of Directors Meeting.
Board Meeting (Section 173):
(A) Meaning: The meeting of Directors, which is held frequently to discuss important issues, to take decisions on important policy matters and to implement is called a Board Meeting.
(B) Legal Provisions regarding Board Meeting:
(a) Authority to convene: The Chairman of the Board is the proper authority to convene the Board Meeting.
(b) Number of Board Meeting:
(i) First Board Meeting: The first Board Meeting is required to be held within 30 days of is the date of its incorporation.
(ii) 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.
(iii) 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.
(c) 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.
(D) 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.
(E) 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.
(F) 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.
(2) Committee Meeting :
(A) Meaning: In a Joint Stock Company, the usual committees are formed from among the members of the Board of Directors. A meeting of: the members of such committee is called committee meeting e.g. a meeting allotment committee.
(B) Legal Provisions : The Articles of Association of the company provide for the appointment of different committees and holding their meetings to expedite the managerial work. Such committee is formulated to investigate and submit a report after a careful examination of various aspects of the problem under investigation from all possible angles. The rules and procedure for convening and conducting committee meeting are generally laid down by the Board.
(C) Assistance: The Secretary has to provide needed assistance to the committee. He is required to prepare and maintain separate minutes book to record the proceedings of committee meetings.
(D) Frequency : The committee collects the relevant information of the problem under consideration and holds several meetings for a detailed study of the collected information. The committee, then prepares a report for consideration and approval of the Board. To carry out the assigned work systematically, to discuss the problems and to exchange views, the committee members frequently arrange the committee meetings.