Unit 4: CORPORATE MANAGEMENT AND MEETINGS ‘A company is a legal entity which is created under the law. It is governed by the provisions of Companies Act, 2013. As per Companies Act, every company is required to convene meetings of different stakeholders to discuss and decide various business matters in accordance with the provisions of this act. Kinds of Meetings: Every company is required to hold different kinds of meetings for the smooth conduct of the affairs, Meetings under the Companies Act, 2013 may be classified as: * File contains invalid data | In-line.JPG * L Shareholders Meetings:Shareholders meetings may take the following forms: Statutory Meeting Annual General Meetings (Section 96) Extraordinary General Meetings: awn op Class Meetings of Shareholders II. Meetings of the Debenture holders: III. Meetings of the Creditors and Contributories: These meetings may be: 1. Meetings of Creditors for purpose other than winding up 2. Meetings of Creditors for winding up 3. Meetings of Contributories in winding up IV. Board Meetings: 1. Meetings of the Board of Directors 2. Meetings of the Board Committees 35: Meetings of the Shareholders: Every company other than a One Person Company shall in each year hold a general meeting of the shareholders in order to keep the shareholders informed about the affairs of the company and to take various decisions relating to different business matters. Statutory Meeting:As provided under Sec. 165 of Companies Act, 1956, Statutory meeting is a mandatory general meeting of the members of the company which is held within the prescribed time. It is the first meeting of the shareholders of a public company having share capital and is held once in the lifetime of a company. A private limited company and a company limited by guarantee not having share capital need not hold a statutory meeting. Statutory meeting must be held within a period of not less than one month and not more than six months after the date on which it is authorized to commence its business. Statutory Meeting is convened to inform the shareholders matters relating to incorporation, allotment of shares, contracts entered into by the company, utilization of funds etc., Note: There is no provision relating to Statutory meeting under the Companies Act, 2013. Annual General Meeting (AGM):Sec. 96, of Companies Act, 2013 provides that theAnnual General meeting is required to be held every year by every company other than One Person Company whether public or private, limited by shares or by guarantee, with or without share capital or unlimited company. Following are the key provisions of Companies Act, 2013 regarding the holding of an AGM: a. AGM should be held once in every year. b. First Annual general meeting: A company may hold its first annual general meeting within a period of 9 months from the date of closing of the first financial year. Hence, it shall not be necessary for the company to hold any AGM in the year of its incorporation, 36 SOS) SRne c. Subsequent meetings: Subsequent AGMs should be held in each year within 6 months from the closing of the financial year. Sec. 129 of Companies Act, 2013 lays down that the Directors of the company should place the Profit and Loss Account (Trading Co.) or Income and Expenditure Account (Not for profit company) accompanied by the Balance Sheet, before the General Body of the shareholders. As contained in Sec. 96(1) of Companies Act, the gap between two Annual General Meetings must not be more than 15 months. d, Extension of time: The registrar has the power to extend the time of 15 months by 3 more months in special cases(Selvaraj vs. Mylapore Hindu Permanent Fund Ltd.). However, a company must not hold the AGM later than six months from the date of balance sheet. e. Date, Time and place of meeting: The meeting shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated on any working day (other than national holiday) and working hours between 9 a.m, to 6 p.m. The Central Government is empowered to exempt any company from these provisions subject to such conditions as it may impose. f. Default in holding the AGM:Sec. 99 of Companies Act, 2013, explains that if a company fails to hold an annual general meeting then any member can apply to the Central Government for calling the meeting. If an offence is committed by a company by not holding an annual general meeting in accordance with Sec. 96 of Companies Act, 2013 then the company and every officer of the company who is in default, shall be punishable with fine which may extend to Rupees One Lakh and in case of continuing default, with further fine up to Rs. 5,000 per day after the first day from which the default continued. g. Notice of the meeting: As per Sec. 101 of Companies Act, 2013, 21 clear days’ notice (Leaving the day of the meeting, day of despatch of notice and 2 days for service of the notice) or any shorter notice if 37agreed by all shareholders must be given to every member of the company entitled to vote, to every person entitled to a share in consequence of the death or insolvency of a member and to every auditor of the company. The notice should contain the business matters of the meeting, agenda and place of the meeting as well. A meeting notice may be sent by post or through electronic mode i.e, e-mail (Rule 18 of Management & Administration Rules, 2014). h. Business to be transacted: At every AGM, the following matters must be discussed and decided: - Ordinary business: These are routine matters of the company. Ordinary business is transacted by passing ordinary resolution, - Special Business: All matters other than ordinary business are treated as special business at an annual general meeting. The items constituting special business are transacted either by an ordinary resolution or by a special resolution depending on the requirements of the Companies Act 2013. Extraordinary General Meetings:All the general meetings of a company, except Annual General Meeting, are called Extra-ordinary General Meetings (EGM). Sec. 100 of the Companies Act, 2013, specifies that: The Board may call EGM at the requisition made by: (a) in the case of a company having a share capital, such number of members who hold, not less than one-tenth (10%) of such of the paid- up share capital of the company; (b) in the case of a company not having a share capital, such number of members who have, not less than one-tenth (10%) of the total voting power of all The directors may proceed to call EGM for the consideration of the matters requisitioned by the members within 21 days from the receipt of the requisition. 38Il. If the Board does not convene the extra-ordinary general meeting, it may be called and held by the requisitonists themselves within a period of three months from the date of the requisition. EGM can be held on any day including a national holiday when it is convened by the Directors. However, if the EGM is convened by the requisitionists then it should be held on the working day only. The EGM can be held anywhere in India and all business shall be deemed special business. Class Meetings: Class meetings are those meetings of the holders of a particular class of shares which are held bythe company for obtaining their consent for altering their rights and privileges or for the conversion of one class into another. Need for such meeting arises when it is proposed to vary the rights of a particular class of shares. The articles generally provide that the rights of different classes of shares can be varied only by resolutions at separate meeting of shareholders of that class. In such a meeting only shareholders who hold shares of the class in question should be present at the meeting.Eg.:Meetings of Preference shareholders. Following are the provisions of Companies Act, 2013 relating to Class Meetings, specified in Regulation 3 of the Table F of Schedule I: * The rights attached to any class of shares may be varied with the consent in writing of the holders of 3/4" of the issued shares of that class or with the sanction of the special resolution passed at their meeting. e The necessary quorum for class meetings shall be at least two persons holding such class of shares or 1/3 of the issued shares of that class if they are represented by proxy. Meetings of the Debenture holders: When a company issues debentures it provides in the trust deed for the holding of the meetings of debenture holders and also gives power to them to vary the terms of security or to alter their rights in certain circumstances. All matters connected with the holding, conduct and proceedings of the meetings of 39TI. Iv. 2. the debentureholders are given in the Debenture Trust Deed, The decisions arrived at such meetings with the requisite majority are Valid and binding upon the minority. Meetings of the Creditors and Contributories:Sometimes, a company, either as running concern or in the event of winding up, has to make certain arrangements with its creditors, which has to be worked out in the meetings of creditors. Strictly speaking, Meetings of creditors are not company meetings. Board Meetings: Meetings of the Board of Directors: A First Board Meeting: Every company shall hold the first meeting of the Board of Directors within 30 days of the date of its incorporation, B. Subsequent Board Meetings: Every company shall hold a minimum 4 meetings of its Board of Directors every year. The gap between two board meetings should not be more than 120 days, In case of One Person Company (OPC), Small Company and Dormant Company: - At least one meeting of the Board of Directors has been conducted in each half of a calendar year and - The gap between the two meetings is not less than 90 days As per Sec. 173(5) of Companies Act, 2013, no board meeting is required to be held by One Person Company in which there is only one director on its Board. The meetings of the Board of Directors may be held at any place convenient to the directors even outside the business hours and even on a national holiday unless the articles provide otherwise. Meetings of the Board Committees:Board committees hold meetings regularly so that the members of a board of directors can make decisions regarding the direction of an organization. 40Board committee meetings typically follow a set of rules: + They are held at defi _ nite intervals to consider policy issues and major problems They are usually presided over by an organization's chairman or his or her appointee They must meet the quorum requirements All directors (even if absent) are bound by collective responsibility to the resolutions of the board committee Deliberations and meeting agendas must be recorded in board meeting minutes They must be recorded in meeting minutes Agenda of a meeting:An agenda is a list of the items of business to be taken up during a meeting or session. It may also be called a “calendar”. The agenda of the meeting may be headed with the date, time and location of the meeting, followed by a series of points outlining the order in which the business is to be conducted. Quorum: The minimum number of members required to constitute a valid meeting is called ‘Quorum’. No meeting can be valid without quorum. Any resolution passed at a meeting without quorum shall be invalid. Following are the minimum numbers provided in Sec. 103 of Companies Act, 2013 for various categories of companies. Public Company: 5 memberspersonally present if the number of members as on the date of meeting is not more than 1000 - 15 members personally present if the number of members as on the date of meeting is more than 1000 but upto 5000. - 30 members personally present if the number of members as on the date of the meeting exceeds 5000. Private Company: - 2 members personally present, shall be the quorum for a meeting of the company 4lNote: The Articles of Association of the company may Provide for a highe; number. Absence of Quorum: If the quorum is not present within half an hour from the time appointed for holding a meeting of the company? The meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date ang such other time and place as the Board may determine or The meeting, if called by requisitionists, shall stand cancelled, Note: In the case of an adjourned meeting, the company shall give not less than 3 days’ notice to the members either individually or by publishing an advertisement in the newspaper. If the quorum is absent even at the adjourned meeting then the members present shall be the quorum, Proxy: The term proxy has two meanings: a. A personal representative of the member at a meeting i.e. the person authorised to act or vote for another member at a company meeting and b. The instrument by which a person is appointed to act for another member at a company meeting, since a representative can be appointed only in writing. Sec. 105 of Companies Act, 2013 contains the following provisions relating to @ Proxy: « Any member of a company entitled to attend and vote at the meeting can appoint one or more proxy to attend and vote at company meetingson his behalf. e A proxy shall not have right to speak and can vote only on a poll. He shall not be entitled to vote on show of hands. * A proxy shall not act as proxy on behalf of more than 50 members and members holding more than 10% of the total share capital of the company.The instrument appointing a proxy shall be deposited with the company, 48 hours before the meeting. A proxy is revocable, which can be revoked at any time. The relationship between the member and the proxy is that of principal and the Agent. So, a proxy must act according to the instructions of the shareholder on whose behalf he is attending the meeting. A minor cannot act as a proxy. He can act only through his guardian. « However, @ member of a company having no share capital does not have this right unless its articles provide otherwise. Note: A member may revoke proxy at any time by attending the meeting by himself before the proxy has voted. However, the revocation should be communicated before the commencement of the meeting. In the event of failure to do so, the votes cast by proxy will be valid in a poll. Chairman of a meeting: A general meeting of the company is to be presided over by a chairman who regulates and supervises the proper conduct of the business at a meeting. He decides all incidental questions arising in the course of the proceedings of the meeting. Chairman should act bonafide and in the best interest of the company as 4 whole. Articles usually provide the mode of appointment of the chairman of a meeting. c, 104 of Companies Act, 2013, if the articles do not As provided in Se tt the meeting shall elect provide otherwise, the members personally present al one of them to be the chairman thereof on a show of hands. If a poll is demanded on the election of the chairman, it must be taken forthwith and the chairman shall be elected. Powers of a Chairman: a. The chairman has the authority to decide all questions which arise at a meeting and which require decision at the time. b. The chairman has @ right to decide priority amongst speakers, to demand poll, to exercise casting vote, to expel an unruly member and 43 rfhe may, with the support of the majority, apply closure to a discussion after a debate. c. He can adjourn @ meeting when it is impossible, by reason of disorder or other like causes, to conduct the meeting and complete business, Motions and resolutions:At every meeting the business of 2 meeting jg transacted through motions or definite proposals and then decided by Passing @ resolution. As per Companies Act, 2013: Motion - refers to the form of proposal presented which generally comes for discussion at the General Meeting of a company. Motion may be proposed by the Chairman of the meeting or by any other member of the company.Following points may be worth noting: * A motion should be in writing and signed by the mover and put to the vote at the meeting by the chairman. * Only such motions are proposed which are covered by the agenda, * Sometimes certain motions may arise out of the discussion and such motions may be discussed without proper notice in writing. Resolution — refers to the formal expression of the decision of the meeting when a motion has been duly voted and passed by the requisite majority, with or without amendment. Following points are worth noting: + A resolution relates to only such matters that are covered in the notice of the meeting. « A resolution once adopted and recorded in the minutes becomes the official decision of the meeting. Types of resolutions: At every AGM, Ordinary business (routine matters) as well asSpecial Business (special matters)shall be discussed and decided through resolutions. As per Companies Act, 2013, Resolutions are of three types: a) Ordinary Resolution (Sec. 114) b) Special Resolution (Sec, 114) c) Resolution requiring special notice (Sec. 115) 44ordinary Resolution: As explained under Sec. 114 of Companies Act, 3013, An Ordinary Resolution refers to that resolution which is passed at a general meeting of a company by a simple majority of members entitled to vote in person or by proxy.Simple majority means votes cast by members in favour of the resolution exceeds the votes cast against the resolution.A few examples of such ordinary business are: i) Consideration of annual accounts, balance sheet, director's report and the auditor’s report ji, Declaration of dividend ji, Appointment of directors in the place of those retiring/ Appointment of Managing or whole-time directors/ Re-appointment of retiring directors/ removal of directors etc. iv, Remuneration of Directors y. Appointment of and the fixing of the remuneration of the statutory auditors. ¢) Special Resolution: A special resolution is one which is passed at the general meeting of a company when: i) The intention to propose the resolution as a special resolution has been duly specified in the meeting notice and the notice has been given to the members in accordance of the provisions of Companies Act, 2013. ii) The votes cast in favour of the resolution are not less than three times the number of votes cast against the resolution. Note:4:For transacting special business at a meeting, an explanatory statement shall be annexed to the notice of meeting stating the facts concerning each item of such business, time and place where the facts can be inspected by members. Note:2:A copy of the special resolution must be filed with the Registrar within 30 days of its passing. 45A fen examples of such special business are: + Shifting of Registered Office outside local lirnits * Conversion of private company into public company/ public Company into private company * Alteration of Memorandum * Appointment of more than fifteen directors * Re-appointment of retiring independent director « Issue of Global Depository Receipts/ Sweat Equity Shares/ shares under ESOP (Employees Stock Option Plan) ¢, Resolution requiring special notice: As explained under Sec, 115 of Companies Act, 2013, this kind of resolution is Ordinary resolution but the mover of the proposed resolution is required to give @ special notice 2s | prescribed before moving the resolution. It shall be given by @ snember yng holds not less than 1% of total voting power, duly signed. Such notice should be sent to the company not earlier then 3 months but at least 14 days before the date of the meeting. A few examples of such business which require special notice are: + Appointment of Auditors other than retiring auditor * Removal of director before the expiry of his period of office * Appointment of another director in place of removed director Voting and Poll: At any general meeting, a resolution shall be put tothe vote of the members. The votes cast by the shareholders play decisive role in the business proposed in General Meetings of a Company, has the right to vote for every motion. However, An equity shareholder . as per Sec, 47 of the Companies Act, 2013 preference shareholder is entitled to vote only fora resolution pertaining to his rights, | 72 EE eC ET oha METHOD OF VOTING the various modes through which a shareholder can cast his vote are mentioned below:- 1, BY attending the General Meeting:Voting shall be done by the members: a. By show of hands b, By Poll a. By show of hands: Sec. 107 of Companies Act, 2013, provides that at any general meeting, a motion put to the vote are firstly decided by show of hands. In this process, the record regarding the number of votes is done counting of hands. A declaration by the chairman that a resolution has been carried on the show of hands by a particular majority or lost and an entry to that effect in the minutesbook of the company shall be the evidence of the fact. bp. Poll: A procedure used at a general meeting of a company under which every ordinary shareholder present in person or by proxy has one vote for every ordinary share held. This procedure is commonly used where it is not possible to obtain a clear result by voting on a show of hands.As per Section 109 a poll may be demanded by such numbr of members holding, shares worth minimum value of Rs. 5,00,000 or 10% voting power in the Company.The chairman is authorized to regulate the meeting by virtue of Section 109(6). 2. By voting electronically: As per Sec, 108(20) of Companies Act, 2013, every listed company and companies: having more than 1000 shareholders are required to give e-voting option to their shareholders. 3. Voting by Postal Ballot: As per Clause 35B(2) of listing agreement every listed company agrees to provide to its shareholders who do not have access to e-voting facility, option to vote through postal ballot. The idea behind postal ballot is ‘Corporate 47Democracy’, When lakhs of shareholders are spread all over: the Country world, postal ballot will enable them to involve in the decision Making process by voting through postal ballot. Hence, this mechanism improves the shareholder's participation in corporate decision making. A company has to pass certain resolutions notified by abit Government through postal ballot. As explained in Rule 22(16)of Companies (Management & Administration) Rules, 2014, following are some items of business which shall be transacted only by means of voting through postal ballot: Alteration of the objects clause of the Memorandum of Association Change in the place of registered office outside the local limits of any city/ town/ village * Issue of shares with differential rights of voting or dividends « Buy-back of shares by a company e Election of a director ¢ Sale of the whole of an undertaking of a company * Giving loans or extending guarantee or providing security in excess of the prescribed limit under Sec. 186. Note: In addition to the above, a company can also pass resolution by postal ballot in respect of any other business except Ordinary business and any business in respect of which the directors or auditors have a right to be heard at any meeting. Minutes: Sec, 118 of Companies Act, 2013 provides that every company shall prepare, sign and keep minutes of proceedings of every meeting. The Chairman shall exercise his absolute discretion in respect of inclusion or non- inclusion of the matters which is regarded as defamatory of any person, irrelevant or detrimental to company’s interest in the minutes. Minutes kept shall be evidence of the proceedings recorded in a meeting. As per Sec. 118 of Companies Act, 2013, the minutes have to be kept in the following manner: 48aon distinct minute book shall be maintained for each type of meeting namely: i General Meetings of the shareholders a Class Meetings . Meetings of the creditors e Meetings of the Board . Meetings of the Committees of the Board The minutes can either be maintained in loose leaf or electronic mode (Sec.120). In case electronic mode is mandated by the Companies Act, 2013 for Classmeetings and thy shall maintain in such form. . Each page of the minutes must be consecutively numbered. . The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. . In the case of a meeting of the Board of Directors or a Board Committee, the minutes shall also contain: . The names of the Directors present at the meeting and . In the case of each resolution passed at the meeting, the names of the directors, if any dissenting from, or not concurring with the resolution. . The minutes kept in accordance with the provisions of this section shall be the evidence of the proceedings recorded thein. Every company shall observe secretarial standards with respect to general and Board meetings. | Minutes maintained under this section shall not be tampered. . Pursuant to Sec. 119 of Companies Act 2013 minutes of General Meeting has to be kept at the registered office of the company. Secretarial work rela’ jeetii : A Corporate Secretary must do the following on behalf of the Directors in respect of company Meetings: 49i. Before the mecting: 1. Fix the date of the meeting: in con-sultation with the Chairman; 2. Prepare the agenda of the meeting: Corporate Secretary should make a list of the business to be discussed at the meeting. 3. Notice of the Meeting: A Corporate Secretary has to issue Notices and agenda of the Statutory Meeting, Annual General Meeting and Extraordinary General Meeting of shareholders at least 21 days before the date of the meeting. 4. Arranging for convening the meeting: The venue and all the requirements of the meeting should be kept ready by the Company Secretary. 5. Append the proxy forms: The Company Secretary should send the Proxy Forms along with the notice to the members of the company, 6. Send the notice of holding the Annual General Meeting to the auditors of the company; 7. Annual Reports:The Secretary should send the annual accounts, director's report and the auditor's reportto every member of the company at least 21 days before the date of the meeting along with the notice. 8. Keep documents of Polling ready:The secretary should keep ready all the required records for the conduct of smooth poll procedure. The records are Polling Papers, Register of Members, Attendance Register, Proxy Register, Specimen signatures of members and proxy forms received. 9. Board Resolutions: He/ She should keep the Board Resolutions ready for discussion in the meeting. 10.He/ She should also maintain the e-voting scrutinizer’s report and ballot papers received. 50ee ps Att a To record the attendance in the Attend-ance Register; he meeting: (i) To distribute relevant papers and docu-ments amongst the members; (ii) 7 read out the notice of the meeting and the minutes of the last meeting: Jo read out the Audit Report, the Direc-tor’s Report or any other in the meeting; (iv) report i (v) To help the Chairman in conducting the meeting smoothly; (vi) The Secretary should also make all arrange-ments for voting and, if necessary, should conduct the poll peacefully and efficiently. (vii) To take notes of the proceedings of the meeting; (viii) To draft the resolutions. ql. After the Meeting 4. He/ She should draft the proceedings of the meeting and get them signed by the Chairman. 2. He/ She should record the proceedings of all the meetings. 3, He/ She should maintain the Minutes Book of all the meetings. 4. He should arrange to file the Statutory Report, Annual Returns along with Director's Report and Audit Report (in case of AGM) with the Registrar of Companies. 5. If any special resolution is adopted, a copy of such resolution should be filed with the Registrar of Companies. 6. He has to send press reports for publication. 51Certain formats:A Corporate Secreta documents in respect of the company meetings. ry should prepare and maintain Certain Below are given formats of such documents: 1. MINUTES OF A MEETING: Organization Name Meeting Minutes Date Opening: When the mecting was called to order, where it was being held, and who called it to order. Present: All present members. Absent: Any members who were not present. Approval of Agenda Approval of Minutes Business From the Previous Meeting ; - Any motions or topics that were previously raised, a brief description of what took place, and whether they were approved or rejected. New Business ‘Any motions or topics that were raised for the first time at this meeting, a brief description of what took place, and whether they were approved or rejected. Additions to the Agenda Any additional items that were raised by committee members. » Adjournment: ‘What time the meeting was adjourned and by whom, as well as where the next meeting will be held and when. Minutes submitted by; Name Minutes approved by: Name 52phone t XXXXX’ NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS; NAME OF THE COMPANY Address e-mail: XXX NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE is hereby given that an annual general meeting of the shareholders of Ltd. will be held at (Venue), (Address), on (day & date) at the hour of (time) for the following purposes: X@amail.com 1. To receive the audited consolidated financial statements of the Corporation for the year ended and the report of the auditors thereon; 2. To elect the directors for the ensuing year; (Resolution 1) 3. To appoint Water House Coopers, Chartered Accountants, as auditors of the Corporation for the ensuing year, and 4, To authorize the directors to fix the remuneration to be paid to the auditors; (Resolution 2) 5. To transact such further and other business as may properly be brought before the Meeting. This Notice is accompanied by the Circular and form of proxy. All shareholders are entitled to attend and vote at the Meeting in person or by proxy. Registered shareholders who are unable to attend the Meeting are requested to complete, date, sign and deliver the enclosed form of proxy to (Name of the I.T. Partners), (Address) Attention: If a shareholder does not deliver a proxy to the above address by (time) on (day & date) or deposit it with the Secretary or the Chairman of the Meeting prior to the time of voting, then the shareholder will not be entitled to vote at the Meeting by proxy.. BY ORDER OF THE BOARD OF DIRECTORS (Name) Secretary Place: Date:3. NOTICE OF EXTRAORDINARYGENERAL MEETING OF, SHAREHOLDERS: NAME OF THE COMPANY Phone : XXXXXXXXXXX Addr e-mail: xxxxxx@gmall.com NOTICE OF EXTRAORDINARY GENERAL MEETING Notice Is hereby given that an extra-ordinary General Meeting of the Limited will be held on (day & date) at (time) at the registered office of the company to transact the following special members of business: + To consider and If thought fit, to pass, with or without, modification the following resolution as special resolution: (Special Resolution) BY ORDER OF THE BOARD OF DIRECTORS (Name) Secretary Place: Date: Explanatory Statement: Sdpractical questions: 4, The books of accounts of ABC Ltd. are closed on 31° March, 2019 and the Board decides to hold the Annual General Meeting on 30thSeptember, 2019. Draft a notice of the meeting. Assume facts. ABC LIMITED 191 / N - Bhavanthi Avenue Shivajinagar, Bangalore - XXX XXX Phone : XXXXXXXXXXX e-mail: abclimited@qmail.com NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE is hereby given that an annual general meeting of the shareholders of ABC Ltd. will be held at the Mayo Hall, 4th Floor, V Cross, VidhanaSoudha Road, Bangalore on Friday, 27 September, 2019 at the hour of 10:00 a.m. for the following purposes: Ordinary Business: 1. To receive the audited consolidated financial statements of the Corporation for the year ended March 31, 2019 and the report of the auditors thereon; 2. To elect the directors for the ensuing year; (Resolution 1) 3. To appoint Water House Coopers, Chartered Accountants, as auditors of the Corporation for the ensuing year, and This Notice is accompanied by the Circular and form of proxy. Attention: If a shareholder does not deliver a proxy to the above addres by 10:00 a.m. on Wednesday, 25" September, 2019 or deposit it with the Secretary or the Chairman of the Meeting prior to the time of voting at the Meeting, then the shareholder will not be entitled to vote at the Meeting by proxy. BY ORDER OF THE BOARD OF DIRECTORS Keshav Yadav Secretary Place: Shivajinagar, Bangalore Date: Sth day of September, 2019. 55 eece — — 2. The books of accounts of XYZ Ltd. are closed on 31* March, 2019 ang the Board decides to hold the Annual General Meeting on 24th, September, 2019. Draft a notice of the meeting. Assume facts, XYZ LIMITED 245, Nethravathi Extension, Indiranagar, Bangalore ~ XXX XXX Phone : XXXXXXXXXX e-mail: xyzlimited@agmail.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Seventh Annual General Meeting of the Members of the Company will be held at the Registered Office of the Company at Unit 602A, ...... , India on Monday, 24% September, 2019 at 10.00 hours, to transact the following business: ORDINARY BUSINESS: To consider and if thought fit to pass, the following as Ordinary Resolutions: 1. To consider, approve and adopt the Audited Financial Statements of the Company comprising the Balance Sheet as on March 31, 2019, Statement of Profit & Loss and Cash Flow Statement and Notes thereto for the financial | year ended on March 31, 2019 together with the Report of the Board of | Directors and Auditors’ thereon. | 2. To take note of the appointment of M/S. K.B. CHANDNA & CO., CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER 000862N), who were appointed as the Statutory Auditors of the Company for a period of four years in the 31st Annual General Meeting of the | Company held on 30th September, 2016, to hold their office from the | conclusion of the 31st Annual General Meeting till the conclusion of 35th Annual General Meeting (upto the Financial Year ending 2020). BY THE ORDER OF THE BOARD Delwin Roy Secretary Place: Date: 56Explanatory Statement pursuant to Sec. 3, B08 ard of Directors of Desire Ltd, decides to go for Creditors’ winding up of the company. For this purpose the Board decides to call an extra-ordinary meeting on 30% August, 2019, Draft a notice along with explanatory statement for convening the meeting. Assume facts. DESIRE LIMITED 1/34/3075-Captain Road Gandhinagar, Dharwad - XXX XXX Phone : XXXXXXXXXXX e-mail: desirelimited@amail.com NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an extra-ordinary General Meeting of the members of Desire Ltd. will be held on 30% August, 2019 at 11 a.m. at the registered office of the company to transact the following special business: * To consider and if thought fit, to pass, with or without, modification the following resolution as special resolution: “Resolved that pursuant to Sec. of Companies Act, 2013, the company would be wound up voluntarily by the creditors. Resolved further that Mr. is hereby appointed as a liquidator of the company at @ remuneration of 2% of the amount credited to the realization account subject to a minimum of Rs. 5,000 per month plus actual expenses incurred in connection with the performance of duties and that the said liquidator be authorized to exercise all powers as specified under Sec.. of Companies Act, 2013.” BY ORDER OF BOARD OF DIRECTORS Desire Ltd. Secretary. Place: Date: of Companies Act, 2013: In Board recommends the resolution fo the context of declining income and increasing liabilities, it is proposed to ate the winding up of the company by the creditors. No Directors, Key agerial Personnel or their relatives is interested in the resolution. The the approval of members. 57eT 4. Prepare Minutes of the Board of Directors Meeting of ACE Corp with imaginary facts: ROCKETLAWYER Sample MINUTES OF THE, BOARD OF DIRECTORS MEETING Or ACE COR? [A regula roeeting ofthe Mri of Desstars ofthe shove coxpocation was held 02 OSD 1/20 S60 PSM atthe seperation’ plas of busacns “The perpen ofthe ming loerle the sale of evesenentreal exate FQUORUM, Acasa was delaras peat ted a the presence ofthe following Dizectors: Cavs Jaen The fotloniag corporate scuoas were ake by aryreqmte eaves duly made, sevoaded. 22) byte the eat) vote ofthe Dieters etieda vote (uslesaa hip: woiog apreonal is ware SECRISTARY. Joa Sri was oppcited ca appoint as arty to pepuce 3 reered ofthe aipcrsn othe rerting, 254 Ss rosesiags ML. ELECTION OF DIRECTORS. The folloniog pons were elected a Dizectes forthe tenres panned ithe bylaw: Suee:—Jeha M Rya Tem escyer Aibow — 1ONOaL Sect Minacapotis Misacits $9933 CTION OF OFFICERS. The (elloning Officers were ekctel: JAC, Ryan Office: Presidest Adler: 2000aL Steet Rocher, Mineseta $8333 j KTS, g 5 58atl questions for practice: 2 Marks Questions: 1, A proxy Was appointed by a member on an instrument duty executed. But the member himself attended and cast his vote at the mecting without revoking the Proxy, Will the vote cast by the proxy be valid according to the provisions of companies Act, 2013? Why? 2, Anmol, 2 non-member of Shristhi Ltd. has appointed as a director of a company. {ater on, he has become the chairman of the company. In an AGM, he presided ever the meeting. Zahir a member of the company objected to his chairmanship on the ground that he is not a member of the company. Is the objection valid? Why? 3, The Chairman at a Board meeting counts 6 votes in favour and 7 votes against the resolution. Can the chairman cast his own vote, which he had not exercised earlier, in favour of the resolution and the vote which the Articles of association authorise and declare the resolution as passed under the provisions of Companies Act, 2013? Why? 4,In a AGM of Kissan Ltd. only 15 shareholders were present. For a special resolution, only 9 out of 15 voted for the resolution, 2 voted against the resolution and 4 did not vote at all, Chairman of the meeting declared the special resolution tobe passed. Is the resolution valid provisions of Companies Act, 2013 as per the provisions of Companies Act, 2013? Why? 5. Yash, a member of Omar Ltd., appoints Jolly to attend a general meeting of the company. At the meeting, voting takes place by show of hands. However, Jolly does not know whether he as a proxy can vote by show of hands at the meeting. Advise In the light of the provisions of Companies Act, 2013. 6. PQR Ltd. is an unlisted company and has 400 shareholders in all, The shareholders of the company propose voting by electronic mode. Chairman of the company rejected the shareholders’ proposal. Explaining the provisions of Companies Act, 2013, examine whether the chairman Is right in rejecting the Proposal. 7. Distinguish between a ‘motion’ and ‘Resolution’, so4 Marks Questions: 1, 4. 8 Marks Question: 1. as Yogesh, the Company Secretary of Bigleap Ltd. convened a general meeting of the company after discussing the matter with some of the directors even s no express approval of the Board for convening such a though there wa he light of provisions of meeting. Discuss the validity of such a meeting in tl Companies Act, 2013. Agile Ltd. called its AGM on 28" September 2019. The notice of the meeting was posted on 6" September 2019, With reference to the provisions of Companies Act, 2013, examine whether the notice given by the company is valid. Articles of Association of a company reserved the powers for calling the AGM. The Managing Director of the company, without reference to the Board, called an AGM. Is the AGM validly called? If not, what should be done to make it valid? Discuss with reference to the Provisions of Companies Act, 2013. Distinguish between ‘Ordinary Resolution’ and ‘Special Resolution’. The books of accounts of ABC Ltd. are closed on 31* March, 2019 and the Board decides to hold the Annual General Meeting on 30th July, 2019. Draft a notice of the meeting. Assume facts. Ria Technologies Ltd. was incorporated 10 years back. The Board of directors now wants to change its name to Ria Systems Ltd. Draft a notice and the explanatory statement for calling an extraordinary general meeting of the company for change of its name, assuming relevant data. "Required quorum should be present at the meeting to conduct the meeting” - Comment. “The gap between two AGMs can never exceed 15 months” - Explain the provisions of Companies Act, 2013 relating to AGM of a company. What are the Secretarial Duties in relation to the conduct of the company meetings? Explain the different ways of voting at a meeting? 60