Abdul Latif 20211-30808

CGR assignment no 2

The provided information delves into the

intricacies of corporate meetings and
proceedings, focusing on Statutory Meetings,
Annual General Meetings (AGMs), and
Extraordinary General Meetings (EGMs)
within the framework of company
regulations. Let's break down key aspects:

** Statutory Meetings:
Public companies with share capital must
conduct a Statutory Meeting within 3 to 6
months of acquiring the certificate of business
commencement. In the case of private to
public company conversions, a Statutory
Meeting is mandatory within 3 to 6 months
after the conversion. Directors are obligated
to send a 'Statutory Report' to members,
detailing share allotments, cash received, and
a financial abstract. This report should also
include information about company officials,
underwriting contracts, and a business plan.

Annual General Meetings (AGMs):

The initial AGM must take place within 18
months of incorporation, followed by
subsequent AGMs at least once a year, within
4 months from the end of the financial year.
Extensions for holding AGMs may be
permitted for specific reasons, requiring an
application at least 30 days before the AGM's
last date. AGMs cover ordinary business
matters such as accounts, director reports,
and auditors' reports. Special matters
necessitate a statement of material facts in
the notice, disclosing directors' interests.

Extraordinary General Meetings (EGMs):

Directors have the authority to convene EGMs
at their discretion or in response to members'
requisition with specific objectives. Members
holding 10% or more voting powers can
demand EGMs if directors fail to act, and the
company bears the associated expenses.
Notice for EGMs should be sent at least 21
days in advance, with the option of shorter
notices in emergencies.

Provisions as to Meetings and Votes (S 160):

Notice of general meetings must be provided
to members, next of kin, and auditors,
specifying place, date, time, and agenda.
Matters transacted during general meetings
include the consideration of accounts,
director reports, and appointments. Quorum
requirements, chairman appointment, and
voting power details are outlined, with
penalties for non-compliance.

Proxies (S 161):
Each member can appoint a proxy, subject to
specific restrictions and penalties for non-
compliance. Proxies possess the right to
demand a poll, abstain from voting, and
inspect lodged proxies.

Government or Corporate Representation (S

162 & 163):
Government or corporate entities can
nominate representatives for general
meetings, with powers equivalent to
individual members.

Demand for Poll (S 167):

Members can demand polls based on specific
criteria in both public and private companies.

Power of SECP to Call Meetings (S 170 & 171):

SECP has the authority to intervene and call
meetings in case of default, imposing
penalties for non-compliance.

Filing of Resolution (S 172):

Special resolutions must be promptly filed,
with penalties for late filing.
Minutes of Proceedings (S 173):
Minutes of general meetings and board
meetings must be maintained, signed by the
chairman, with penalties for defaults.

In summary, these regulations establish a

comprehensive framework for various types
of company meetings, ensuring transparency,
accountability, and adherence to statutory
requirements.

Corporate Governance Code:

The Corporate Governance Code consists of
rules guiding how companies control and
manage their operations, outlining standards
for corporate boards with a focus on
composition and development based on best
practices to protect shareholder investments.

Five Principles of Corporate Governance:

Fundamental principles encompass
accountability, transparency, fairness,
responsibility, and risk management.
Four Ps of Corporate Governance:
Governance is distilled into People, Purpose,
Process, and Performance, representing
guiding philosophies.

Seven Principles of Corporate Governance:

Discipline, Transparency, Independence,
Accountability, Responsibility, Fairness, and
Social Responsibility are key characteristics.

Importance of Corporate Governance Code:

Good corporate governance practices foster a
vision, processes, and structures ensuring
long-term sustainability and ethical business
behavior.

Essential Elements of Effective Corporate

Governance:
Key elements include director independence,
diversity focus, regular compensation review,
auditor independence, shareholder rights,
and proxy voting influence.
10 Principles of Corporate Governance:
Laying solid foundations, structuring the
board for value addition, promoting ethical
decision-making, safeguarding integrity in
financial reporting, and managing risk are
among the principles.

Role of Corporate Governance:

It facilitates effective, entrepreneurial, and
prudent management for the long-term
success of the company.

Three Main Components of Corporate

Governance:
Transparency, accountability, and security
form the core components.

Types of Governance:
Governance can be categorized as process,
public, private, global, analytical framework,
nonprofit, corporate, and project governance.
Major Issues in Corporate Governance
Practices in India:
Key issues include board composition,
performance evaluation of directors,
independence of directors, accountability to
stakeholders, executive compensation,
founders' control, and risk management.

Wates Corporate Governance Principles:

Companies not following a code can adopt
the Wates Corporate Governance Principles
for Large Private Companies to disclose their
governance arrangements.

Corporate Voluntary Arrangement under

CAMA 2020:
The Companies and Allied Matters Act
(CAMA) 2020 introduces a corporate
voluntary arrangement allowing companies to
settle debts by paying a portion owed to
creditors.

Examples of Corporate Governance Practices:

Good practices include calculating the
company's carbon footprint, respecting
human rights, transparent executive salaries,
and implementing a code of conduct for
employees.

Financial Reporting Council (FRC) and CAMA

2020:
The FRC published the Corporate Governance
Code in 2018, and the CAMA 2020 introduces
corporate voluntary arrangements for debt
settlement.

In essence, corporate governance

encompasses a set of principles, codes, and
practices aimed at ensuring transparency,
accountability, and responsible management
for the sustained success of companies.

Summary of Corporate Governance Sections

in the Companies Act 2017:

Section 155: Number of Directorships:

Limits the number of directorships a person
can hold concurrently, excluding those in a
listed subsidiary. Individuals exceeding seven
directorships must comply within one year of
the Act's commencement, mandating prompt
filling of casual vacancies on the board of a
listed company within ninety days.

Section 156: Compliance with Code of

Corporate Governance:
Empowers the Commission to establish
frameworks ensuring good corporate
governance practices for companies or
specific classes.

**Section 166: Manner of Selection of