Chapter 7 -Company Meetings -1 | Aster Classes

Chapter 7 -Company Meetings -1, fyjc, 11th std, maharashtra board, sp, secretarial practice, balbharathi solution,

Select the correct answer from the options given below and rewrite the statement.

1.The intimation to members stating the day, date, time and place of meeting 13 known as ______.

Options
  • Quorum
  • Agenda
  • Notice

2.The notice of the general meeting must be sent to all members ______ clear days before the meeting.

Options
  • 24
  • 21
  • 14

3.The person who presides over the meeting is known as ______.

Options
  • Secretary
  • Chairman
  • Director

4.A proxy can vote only in the case of voting by ______.

Options
  • division
  • show of hand
  • poll

5.The appointment of an auditor requires ______.

Options
  • Resolution requiring special notice
  • an ordinary resolution
  • a special resolution

6.A ______ is the proposal put before the meeting for discussion and decision.

Options
  • Motion
  • Resolution
  • Minutes

7.The right of casting vote is given to the ______.

Options
  • Director
  • Chairman
  • Secretary

8.Minutes must be recorded within ______ days of the conclusion of the meeting.

Options
  • 60
  • 21
  • 15

9.______ resolutions are not passed in general meeting.

Options
  • Ordinary
  • Special resolution
  • Resolution by circulation

10.For passing special resolution ______ Majority is required.

Options
  • 51%
  • 66%
  • 75%

11.For alterations in the Articles of Associations ______ is required.

Options
  • a special resolution
  • an ordinary resolution
  • a resolution requiring a special notice

12.Provisions about resolutions are contained in ______ of a company.

Options
  • Articles of Association
  • Memorandum of Association
  • Prospectus

13.When a poll is demanded it must be taken within ______ Hours.

Options
  • 48
  • 36
  • 12

Match the pairs:

aChairman1Proposal put before the meeting
bQuorum2Casting vote
cMotion3Amendment
dMinutes4Minimum number of members required for a valid meeting
eNotice5Voting
fProxy6Maximum number of members required for a valid meeting
  7Record of meeting
  8Accepted motion
  9Intimation stating agenda, day, date, time and place of meeting
  10Representative of member
  11Representative of a director
  12Formal motion

SOLUTION

aChairman2Casting vote
bQuorum4Minimum number of members required for a valid meeting
cMotion1Proposal put before the meeting
dMinutes7Record of meeting
eNotice9Intimation stating agenda, day, date, time and place of meeting
fProxy10Representative of member
  3Amendment
  5Accepted motion
  6Maximum number of members required for a valid meeting
  8Voting
  11Representative of a director
  12Formal motion

Write a word or a term or a phrase which can substitute the following statement.

1.The person who signs the minutes of the meeting.

SOLUTION

Chairman

2.A method of voting where members can vote in proportion to the number of shares held.

SOLUTION

Voting by poll

3.A resolution passed by simple majority.

SOLUTION

Ordinary Resolution

4.A resolution passed by 3/4 majority

SOLUTION

Special Resolution

5.A company officer who is required to draft the minutes of the meeting.

SOLUTION

Company Secretary

6.A person who conducts the proceedings of the meeting.

SOLUTION

Chairman


State whether the following statement is True or False.

1.Minutes are prepared before the meeting.

Options
  • True
  • False

2.Maximum number of members required to attend the meeting is called as Quorum.

Options
  • True
  • False

3.Meetings are held only to review the progress of the company.

Options
  • True
  • False

4.Chairman has right to conduct the meeting.

Options
  • True
  • False

1.Find the odd one

Options
  • Next Business Motion
  • Previous Question Motion
  • Special Resolution

2.Find the odd one

Options
  • Ordinary Resolution
  • Resolution requiring special notice
  • Substantive motion

Complete the sentence.

1.The authority who can convene the general meeting of shareholders is ______.

SOLUTION

The authority who can convene the general meeting of shareholders is Board of director.

2.The advance intimation about the day, date, time, etc. of a meeting sent to the members is called as _________ .

SOLUTION

The advance intimation about the day, date, time, etc. of a meeting sent to the members is called as Notice.

3.The minimum number of members required to be present at a meeting is called as _____.

SOLUTION

The minimum number of members required to be present at a meeting is called as Quorum

4.A person who attends a general meeting and votes on behalf of a member is called as ______.

SOLUTION

A person who attends a general meeting and votes on behalf of a member is called as Proxy.

5.A proposal put before a meeting for consideration and adoption is called as _____.

SOLUTION

A proposal put before a meeting for consideration and adoption is called as Motion.

6.A formal and final decision taken in a meeting is called as ______.

SOLUTION

A formal and final decision taken in a meeting is called as Resolution.

7.The written records of proceedings of a meeting is called as ______.

SOLUTION

The written records of proceedings of a meeting is called as Minutes.


1.Select the correct option from the bracket:

Group AGroup B
Voting by poll______
Options
  • Presides over the meeting
  • Proxy
  • An amended Motion
  • 3/4 or 75% majority

2.Select the correct option from the bracket:

Group AGroup B
______Special revolution
options
  • Presides over the meeting
  • Proxy
  • An amended Motion
  • 3/4 or 75% majority

3.Select the correct option from the bracket:

Group AGroup B
Substantive______
Options
  • Presides over the meeting
  • Proxy
  • An amended Motion
  • 3/4 or 75% majority

4.Select the correct option from the bracket:

Group AGroup B
______Chairman
Options
  • Presides over the meeting
  • Proxy
  • An amended Motion
  • 3/4 or 75% majority

Answer in one sentence.

1.What is minutes?

SOLUTION

Minutes is the statutory record at the business transacted. Decisions taken and resolutions passed in a meeting.

2.What in Notice?

SOLUTION

A notice is advance intimation to the persons entitled to receive it. About the venue, day, date and time of a meeting and the business to be transacted in it with a request to attend the meeting.

3.What is Ordinary Resolution?

SOLUTION

A resolution which is passed by a simple majority i.e. more than 50% majority is called ‘Ordinary Resolution’.

4.What is Agenda?

SOLUTION

An agenda is a list of items of business serially arranged, on which discussion is invited in a meeting so as to arrive at certain decisions.

5.Who is Chairman?

SOLUTION

The person appointed to preside over a meeting is called the Chairman of the meeting.

6.What is Point of Order?

SOLUTION

A point of order is a question raised by a member regarding some point considered to be irregular in the conduct of the meeting.


Correct the underlined word and rewrite the following sentence.

1.Minutes are prepared before the meeting.

SOLUTION

Minutes are prepared after the meeting.

2.Resolution is a proposal before a meeting for discussion.

SOLUTION

Motion is a proposal before a meeting for discussion.

3.Polling papers are used for voting by show of hands.

SOLUTION

Polling papers are used for Voting by poll.

4.A Motion is a final decision taken in the meeting.

SOLUTION

A resolution is a final decision taken in the meeting.

5.Agenda is prepared after the meeting.

SOLUTION

Agenda is prepared before the meeting.


1.Arrange in proper order:

  1. Drafting Minutes
  2. Sending notice
  3. Confirming quorum

SOLUTION

  1. Sending notice
  2. Confirming quorum
  3. Drafting Minutes

2.Arrange in proper order:

  1. Motion
  2. Resolution
  3. Voting

SOLUTION

  1. Motion
  2. Voting
  3. Resolution

Explain the following term/concept:

1. Ordinary Resolution

SOLUTION

An ordinary resolution is the one which is carried in a meeting by a simple numerical majority, i.e. more than 50% of votes. This means the number of votes in favour of the resolution must exceed the number of votes against it. Normally such resolution need not be filed with the Registrar of Companies. The notice of the meeting need not require to give explanation of the particulars of an ordinary resolution, e.g. approval of Statutory report, Directors report, Auditors report, Profit and Loss account and Balance Sheet. Declaration of dividend, alteration of share capital, election of directors, appointment of secretary and auditor and fix their remuneration, etc.

2.Agenda

SOLUTION

An agenda is a list of items of business, serially arranged, on which discussion is invited in a meeting so as to arrive at certain decisions. It may be a part of the notice of the meeting or may be sent with the notice. It is drafted by the Secretary in consultation with the Chairman.

As the agenda is sent well in advance to the members, it enables them to study and form opinions on the various matters to be discussed in the meeting. Accordingly they come prepared for participating in the discussion.

3. Quorum

SOLUTION

A quorum refers to the minimum number of persons legally required to be present at a meeting. The quorum is required from the beginning till end of the meeting. Secretary has to ensure the quorum before the commencement of the meeting. A meeting without a quorum is invalid and the business it transacts is null and void.

As per the new provisions made under Section 103 (1) of the Companies Act 2013, the quorum for the meeting of the Public Limited Company is stated in the following table:

 Number of membersRequisite Quorum
Up to 10005 member
1000 to 500015 member
More than 500030 member

Requisite Quorum for Private Company is minimum 2 members. In the case of a Board Meeting, one-third of the strength of Directors or 2 whichever is more will form the quorum.

 4.Proxy

SOLUTION

A proxy is a person appointed by a shareholder or a member of a public limited company to attend and vote on his behalf at the meeting. Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. A proxy is appointed by a member who finds it difficult to attend the meeting but wishes to vote at the meeting. A vote given by a proxy is a valid vote. But a proxy can vote only when a poll is taken.

It is not necessary that a proxy must be a member of the company. He can be an outsider also. He is not allowed to take part in a discussion at the meeting. Under Section 145 of the Companies Act 2013, a proxy cannot speak, discuss any matter or issue in the meeting. He is appointed only for the purpose of voting on behalf of the member.

5.Amendment

SOLUTION

Amendment implies alteration or modification proposed by a member to the original motion when motion is under

discussion. When the motion is not properly worded or incorrectly worded, it leads to amendment.

An amendment may be made to the main motion. It can be affected in the main motion by

  1. adding or inserting certain words in it
  2. omitting or deleting some words from it
  3. changing or replacing some words by some other words
  4. changing the position of words in the original motion.

6.Motion

SOLUTION

A motion is a proposal or proposition or concrete suggestion placed before a meeting for discussion and decision. In order to make a discussion healthy, to the point and fruitful, it is customary to move a proposition. This proposition is called a motion.

A motion must be in writing and signed by the proposer. The wording of the motion should be clear, definite and affirmative. It must be within the scope of agenda. Every member can express his views on the motion only once. It can be withdrawn by proposer by following a procedure. A motion is a proposed resolution. A motion becomes a resolution, when adopted by the meeting.

7.Special Resolution

SOLUTION

(Section 114 (2)) the resolution which is passed by a substantial numerical majority is known as special resolution‘ Special resolution is one which is carried in a meeting by a minimum of 75% majority. The number of votes in favour of motion should be 3 times % of the total votes cast. It is passed for transacting special business of the company. A 21 days prior notice to the members about the special resolution is necessary. The notice of the meeting specifically mentions that it is a special one. A copy of the special resolution must be filed with the Registrar of Companies through e-filing on Ministry of Corporate Affairs (MCA) portal within 30 days of the date of its passing resolution.

Examples of Special resolution:

(1) Alteration in the Memorandum of Association, like changes in the objects of the company or change in the name of the company (Section 13) or the location/address of the Registered Office of the company (Section 12)

(2) Alterations in the Articles of Association of the company (Section 14) (3) Reduction in the authorised share capital of the company.

8. Notice

SOLUTION

A notice is a formal and advance invitation in writing given to all the members entitled to attend the meeting. The notice contains information such as

  1. the type and nature of the meeting.
  2. The venue, Day, date. Time of the meeting and also the agenda of the meeting
  3. a statement declaring that a member is entitled to appoint a proxy
  4. special resolution if any is to be passed In the meeting
  5. statutory note of special business.

The notice may be enclosed with the necessary documents. The notice is to be signed by the convening authority he (the Chairman) or a person duly authorised to sign (i.e. the Secretary). A notice of 21 days is necessary to be given to the members for a General Meeting including statutory meeting and for a Board Meeting 7 days notice is required.

9. Minutes

SOLUTION

Minutes are the systematic written record of the proceedings of a meeting. They represent the summary of the Business transacted, discussions held, resolutions passed and decisions taken in a meeting. The main aim of the minutes is to give a true, impartial and correct analysis of the meeting conducted.

Minutes are always written in the past tense. It is prepared by the Secretary and approved by the members after some discussions and finally confirmed by the Chairman. Keeping the minutes of each and every meeting is one of the statutory responsibilities of a Secretary. Minutes verified and signed by the Chairman act as a prima facie evidence of the proceedings of the meeting. They can be produced as evidence in the court of law.

10. Point of order

SOLUTION

A point of order is a question raised by a member regarding some point considered to be irregular in the conduct of the meeting. Point of order is raised to draw attention of the Chairman to some irregularity in the procedure or conduct of the meeting. Every member attending the meeting has a right to raise a point of order at any time during the meeting.

The usual occasion for raising a point of order are :

  1. Absence of quorum
  2. Breach of certain rules governing the conduct of the meeting
  3. Misbehavior of a member
  4. Use Of improper language and bad remarks of some speakers.

When a point of order is raised, the person addressing the meeting has to stop his speech for some time and the Chairman has to give his ruling or decision which is final and binding on the members.


1.Study the following case/situation and express your opinion

XYZ Ltd co. sent notice of its Annual General meeting to its members. In the meeting a resolution is to be passed on altering the Articles of Association.

  1. Should agenda also be sent with Notice?
  2. What type of resolution is needed to alter the Articles?
  3. Should the resolution for altering articles be filed with registrar of companies?

SOLUTION

  1. Agenda should also be sent with notice to the members.
  2. Special resolution is needed to alter the Articles of the company (Section 14).
  3. The Copy of resolution for alteration of Articles of Association must be filed with the Registrar of Companies through e-tiling within E 30 days of passing resolution.

2.Study the following case/situation and express your opinion

A General meeting of public limited company is to be held. State the provision of quorum for:

  1. Meeting of the company which has less than 1000 members
  2. Meeting of the company which has more than 5000 members
  3. Meeting of the company which has 2500 members.

SOLUTION

  1. A quorum of 5 members is required for a meeting of the company which has less than 1000 members.
  2. A quorum of 30 members is required for a meeting of the company which has more than 5000 members.
  3. A quorum of 15 members is required for a meeting of the company which has 2500 members.

3.Study the following case/situation and express your opinion

Mr. P is elected as Chairman of General Meeting. Please advise him on the following matters:

  1. What should be done if the votes cast in favour and against the motion are equal?
  2. How many votes can a member cast under poll method?
  3. What should Mr. P do if any point of order is raised by a member?

SOLUTION

  1. If votes cast in favour and against the motion are equal, Mr. P, a Chairman of General Meeting should cast one additional vote either in favour of the motion or against the motion.
  2. Under poll method of voting a member can vote in proportion to the number of shares held by him, e.g. if 10 shares are held by a member. he can cast 10 votes.
  3. If any point of order is raised by a member. Mr. P has to decide whether the point of order is correct or not. If he accepts it, the irregularity. is to be rectified and if he does not agree to the point of order, the business of the meeting is to be continued as before. Before giving the ruling Mr. P can consult an expert or an experienced person in the meeting. Mr. P’s ruling is final and binding on the members.

Distinguish between the following

1. Agenda and Minutes

SOLUTION

 Sr noAgendaMinutes
1Agenda is a list of the items of business to be transacted in a meeting.Minutes is the statutory record of the business transacted, decisions taken and resolutions passed in a meeting.
2The agenda is useful to the Chairman to take items for discussion according to agenda. It is sent to the members well in advance with the notice.They serve as an authentic proof of the decisions taken in a meeting. They are accepted as evidence in a court of law. Minutes provide a legal sanction or authority to the officers who execute the decisions taken.
3Agenda is prepared prior to the meeting is held.Minutes is recorded after the conclusion of a meeting.
4Agenda is recorded in the notice of a meeting.Minutes is recorded in a separate book called minutes book.
5Agenda is prepared by the Secretary and approved by the Chairman. It is not required to be approved by the members.Minutes are prepared by the Secretary and approved by the members after some discussion and finally confirmed by the Chairman.
6Agenda is always written in the future tense.Minutes is always written in the past tense.

2.Motion and Resolution

SOLUTION

 Sr noMotionResolution
1A proposal or proposition or concrete suggestion placed before a meeting for discussion and decision is called motion.An accepted or adopted motion or the decision of the meeting is called resolution. It is motion duly approved by a meeting.
2Motion is subject to amendments before it is put to vote.When and once resolution is passed, it cannot be amended in the same meeting.
3A motion cannot be recorded in the Minutes Book of a meetingEvery resolution passed in the meeting must be recorded in the Minutes Book of a meeting.
4It need not be filed with the Registrar of Companies.Only special resolutions are required to be filed with the Registrar of the Companies within 30 days of the date of its passing. ‘
5It may be withdrawn by the mover before it is put to vote or may be lost after voting.It cannot be withdrawn as it is the official decision of the meeting.
6Motion is of two types, viz. (i) formal motion and (ii) substantive motion.Resolution is of three types viz. (1) Ordinary resolution (ii) Special resolution and (111) Resolution requiring special notice.

3. Voting by show of hands and Voting by poll.

SOLUTION

 Sr noVoting by show of handsVoting by poll
1A voting by show of hands is a method of voting in Which members cast their votes by raising hands.Voting by poll is a method of voting in which every member is given a ballot paper to record his votes according to the number of shares held by him.
2There is no secrecy as the members cast their votes Openly by the show of hands.Utmost secrecy is maintained in this type of voting as votes are recorded by members on special voting papers provided for this purpose.
3Proxies are not allowed to vote under this method.Proxies can vote only in this method.
4‘One member, one vote’ is the rule followed under this method of voting. Therefore, each member has only one vote.‘One share. One vote‘Is the rule followed under this method of voting. Therefore. Each member has votes in proportion to the number of shares held by him.
5The decision by show of hands stands cancelled, when a poll is granted.The decision by poll 13 final and binding on all the members concerned and the company.
6It is a democratic method of voting.Is a capitalist method of voting?

Answer in brief.

1.State the importance of company meetings.

SOLUTION

  1. Opportunities for members to come together: Meetings provide common platform and an opportunity to the members who are scattered all over different areas to come together. Discuss the matters and working of the company and arrive at decisions.
  2. Minutes of the previous meeting: During the meeting Secretary has to read the notice. The agenda of the meeting and minutes of the last meeting held. After reading the minutes, he has to get them confirmed and signed by the Chairman. This enables the members to get clear ideas about the matters discussed in the previous meeting.
  3. Fixation and implementation of policies: Plans and programmes 2 Management determines the policies, plans and programmes in the Board Meetings. It also decides ways and means of implementation of policies, plans and programmes in the meetings of the Board and conveys them to members for their approval in the General Meetings of the company.
  4. Analysis of problems: Meetings are essential to discuss the nature of problems faced by the origanisation and to find solutions.
  5. Legal requirements: Meetings are necessary to comply with statutory (legal) requirements as per the provisions made in the Companies Act. Legal formalities in relation to convening and conducting various meetings of the company are completed by organising and conducting the meetings.
  6. Business : Meetings are essential to declare dividend, to appoint auditors, to elect directors, to study and give approval to annual report, auditors’ report, statements of accounts and to review the progress made by the company.

2.State the legal provisions regarding Proxy.

SOLUTION

  1. Appointment: Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. It is to be noted that the Central Government may prescribe certain companies whose members are not entitled to appoint another person as proxy. Directors cannot appoint proxy for a Board Meeting. A minor cannot be appointed as proxy.
  2. Right: .A proxy is not allowed to speak at the meeting. He has no right to move a motion or to second a motion. He cannot demand a poll. He cannot vote except on a poll.
  3. Membership: A proxy need not be a member of the company. A proxy can be outsider also.
  4. Proxy Form: The duly completed proxy form must be deposited (submitted) in the registered office of the company at least 48 hours before the meeting is held. A separate proxy form is required for each meeting.
  5. Inspection: A proxy has no right to inspect the proxy forms or the minutes of the meetings. A member can inspect the proxy form by giving not less than 3 days notice to the company.

3.When can point of order be raised?

SOLUTION

A point of order is a question raised by a member regarding some point considered to be irregular in the conduct of the meeting. Point of order is raised to draw attention of the Chairman to some irregularity in the procedure or conduct of the meeting. Every member attending the meeting has a right to raise a point of order at any time during the meeting.

The usual occasion for raising a point of order are:

  1. absence of quorum
  2. Breach of certain rules governing the conduct of the meeting
  3. Misbehavior of a member
  4. use of improper language and bad remarks of some speakers.

When a point of order is raised, the person addressing the meeting has to stop his speech for some time and the Chairman has to give his ruling or decision which is final and binding on the members.

Explain any four methods of Voting?

SOLUTION

  1. Voting by Voice : under this method. The Chairman requests the members in favour of a motion to say ‘Yes’ and the members against the motion to say ‘No’. The volume of voice indicates the sense of the meeting. The main defect of this method is that it is not possible to trace the votes expressed by the members. Moreover, the voice of ‘Yes’ or ‘No’ may not always give the correct idea about the majority of votes in the meeting. This method of voting is not secret.
  2. Voting by Division: Under this method. The Chairman requests the members in favour of a proposition to go in one room and those against the proposition to another. The number of members in the two rooms is counted by the ‘teller’. If more members are in favour of the proposal the proposal is accepted. This method is rarely used in company meetings as the voting does not remain secret.
  3. Voting by show of hands (Companies Act 2013 Section 107) this is the most popular method of ascertaining the sense of a meeting. The members in favour of a proposition are first asked to raise their one hand. Thereafter similar procedure is adopted for those who are against the proposition. After counting the hands in both the cases the majority of votes are easily known. If the number of hands raised in favour of the proposal exceeds the number of hands raised against the proposal, the proposal is accepted.
  4. Voting by Ballot: Under this method, every member is given a ballot paper (voting paper). The paper does not provide for writing the name of the voter. The voter has to record his vote and drop the paper in the ballot box. The Chairman appoints scrutinizers to count the votes. The result is declared by the Chairman on the basis of the counting. This method ensures complete secrecy. In this method, every member can cast only one vote.
  5. Voting Electronically (Companies Act 2013, Section 108): Electronic voting is voting that uses electronic means to take care of casting and counting votes. In this method, electronic voting machine or computer connected to internet is used. Members view ballot on a screen and make choice using device such as button or touch screen. Now Central Government prescribe certain Companies for having compulsory electronic voting in general meeting. Chairman declares the result by studying output data and result shown by the voting machine.
  6. Voting by Postal Ballot (Section 110) : Postal ballot is a system of voting in which members get ballot papers sent to them through post. Members have to record vote on the ballot paper and send their vote by post when they cannot be present at the meeting. Election officials count the votes by processing the mailed in ballots through electronic means or may count the votes manually. Now Central Government prescribe certain companies for having voting by postal ballot.
  7. Voting by Poll : This method is similar to the secret ballot method with the only change that every member is entitled to cast his votes in proportion to the number of shares held by him. A member or their proxies are given polling papers to record their votes. The result of poll is anal and not be challenged. A poll can be demanded at any time before or immediately after the declaration of results by other voting methods. If the demand is valid, the Chairman accepts it and fixes the time and the place for taking the poll. In any case, the Poll must be taken within 48 hours of the demand made by the members.

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