Corporate Meetings Short Answer Type Questions
What are the essentials of a valid meeting of a company.
Meeting may be defined as any gathering assembly of two or more persons in a particular place to discuss for the transaction of some lawful business of common concern and to take decision by common consent.
Following are the requisites of a valid meeting:
- It must be properly convened by the person authorized by the act or articles of association to convene the meeting.
- Notice of meeting should be issued to all persons entitled to receive the notice.
- Meeting should be properly constituted it means quorum of members as required by the act or the articles is present and maintained throughout the meeting.
- The meeting should be presided over by the person duly elected as the chairman of the meeting.
There should be an agenda for the meeting and agenda items are to be discussed at the meeting.
Section 170 to 186 of the companies act contains provisions relating to holding of meeting. However companies may also include additional rules in their articles for the conduct of meetings. Subject to provisions of the act.
Explain different kinds of meeting.
Following are the types of meetings:
(i) Share holders meetings:
These meetings enable the shareholders to exercise their collective rights as proprietors. It includes,
(a) Statutory Meeting: It is the first general meetings of the Shareholders held by the public company just after the commencement of business.
(b) Annual General Meeting: This meeting of shareholders held once a year by the company. Every company should hold this meeting to discuss the affairs of the company, to pass the accounts, to appoint directors and auditors etc.
(c) Extraordinary general Meeting: This meeting is held whenever required to transact urgent nature of special business.
(d) Class meeting: It is the meeting of particular class of share holders to discuss the mattes affecting their interests.
(ii) Directors meeting:
(a) Meeting of board of directors: It is held at regular intervals to frame polices and to review the progress of the company.
(b) Meetings of committee: It is held to discuss and to take decision some specific business problems of the company.
(iii) Creditors meeting: These meetings are held to take decision on matters offering their interests. These meetings includes following kinds.
- Debenture holders meeting
- Meetings of creditors and contributories in a winding up.
- Meetings of creditor other wise than in a winding up.
What is statutory report? What are the contents of statutory report?
U/s 165(2) of the companies act statutory report should contain all the necessary information relating to company formation, financial position etc. the statutory report must be certified by two or more directors including the managing directors.
Following are the contents of statutory report:
- Total number of shares allotted as fully paid and partly paid.
- Number of shares allotted for consideration other than cash and the consideration there of.
- Total amount of cash received on allotted shares.
- An abstract of the receipts and payments under different heads upto a date within seven days of the date of report.
- Name address and occupation of directors, auditors, managing director, secretary manager if any of he company.
- Details of any contract to be modified at the meeting.
- Details of under writing contract.
- The arrears due on calls, if any from directors, managing director of manager.
- Details of any commission or brokerage paid or to be paid in connection with issue of shares or sale of shares to any director, managing director or manager.
What are the powers can be exercised by the board during board meeting?
Board can pass the resolutions on following matters:
- Management policy and trading policy.
- Appointment promotion and dismissal of employees staff.
- Allotment of shares, call on shares, forfeiturel and re issue of shares.
- Transfer and transmission of shares
- Convening meeting of share holders.
- Investment of company funds.
- Exercising borrowing powers of the company.
- Filing of statutes returns and statements.
- Issue of shares and debentures.
Examine the usual methods; of determining the sense of meeting.
The usual methods of determining the sense of meeting are:
(a) By voice vote:
This method is used when there is perfect or near unanimity on a motion. When the chairman feels that sufficient decision has taken place on a motion before he meeting, he calls all those who are against the motion to say no. thus, he is in a position to find out the sense of the meeting on the basis of the volume of voice for the motion and against, the motion and declare the result of the voting.
(b) By show of hands:
Under this method the chairman asks all those in favour of the meeting to raise heir hands. Then he counts the number of hands raised. After that he asks all those against the meeting to raise their hands and counts them.
(c) Standing vote:
This is variant of voting by show of hands under this method, member in favour of and those against the motion in turn stand up in their seats and are counted by the feller.
(d) By division:
The chairman requests the member present to divide themselves into two blocks one block consisting of these who are in favour of the motion and other block consisting of those who are against the motion.
(e) By ballot:
Ballot papers are distributed to the members present and they are required to record their voted on ballot papers either for the motion or against he motion and deposit them on the ballot box provided for that purpose.
What are the contents of minutes?
Minutes should contain the following:
- The kind of the meeting.
- The time date and place of the meeting.
- The various business transacted at the meeting.
- Names of persons present at the meeting.
- In case of special resolution the number of votes cast for and against the motion.
- The name of the chairman of the meeting.
- Date of the next meeting.
- Vote of thanks.
- Chairman’s signature with the date in his own handwriting.
What are the essentials of good minutes?
- The minutes should be prepared by the secretary as soon as the meeting is over in consultation with the chairman of the meeting.
- It should contain in detail the discussion that took place at the meeting.
- It should be divided into paragraphs each paragraph dealing with a separate object.
- It should contain the full and exact text of the resolutions passed at the meeting.
- Minutes should be recorded in separate minute book for future reference.
- Every page of the minutes book should be initialed and last page of the minutes should be signed and dated by he chairman.
- Contents of the minutes should be accurately worded so as to avoid the risk of their subsequent interpretation.
- For the purpose of quick reference each paragraph of the minutes should be given a brief heading or marginal title example Appointment auditor, declaration of dividend etc.
- The minutes book should be kept under the stafe custody of the secretary.
What are the secretarial duties relating to minutes?
- Secretary should maintain separate minutes books for general meeting and board meeting.
- He should prepare the minutes from the notes taken by him during the meeting.
- He should see that the minutes contain an accurate and full record of the proceedings of the meeting.
- He should see that minutes contain the full and exact text of the resolution passed at the meeting.
- He should see that the minutes are,read and verified if required of the next meeting and signed by the chairman.
- He should see that each page of minute book initialed and the last page signed and dated by the chairman.
- He should see that the minutes are kept at the registered office of the company open to inspection by the members free of charge on every working day.
When any member of the company request for copy of minutes with prescribed fees, the minutes is supplied to the members concerned within seven days of his request.