DEPARTMENT OF TECHNICAL EDUCATION

ANDHRA PRADESH
Name : N. Ramachandra Reddy
Designation : Head of CCP
Branch : DCCP
Institute : G.P.W; Warangal
Year/Semester : DCCP I YEAR
Subject Code : 104
Topic : Raising the Capital for Joint Stock
Company
Duration : 50 Mts
Sub Topic : Meetings
Teaching Aids : PPT, Pictures, Animations

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 Objectives

On completion of this period, the student will be

able to know the

 Procedure for conduct of a Shareholders Meeting

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 Recap

 A meeting other than statutory or Annual General

Meeting is known as Extra-ordinary General Meeting
 Conducted for transacting urgent or special business
which cannot be postponed till the next Annual General
Meeting
 There are two types of Directors Meetings
 The Meeting of Directors is known as Board Meeting
 The Meeting of Committee of Directors is known as
Directors Committee Meetings

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Procedure of conducting a Shareholders
Meeting :

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The conditions essential for a legally tenable
meeting are as follows :

 Notice
 Agenda
 Quorum
 Resolutions
 Voting
 Minutes

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Notice:

 One of the essentials of a valid meeting is that it should

be duly convened.

 Meeting valid only if persons entitled attend it are

informed of the date, time, place and business of that
meeting

 The document containing this information is called

Notice

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 As per the Companies Act, a General Meeting of a
company can be convened by giving not less than
21days notice in writing

 This period would be clear 21days excluding the date of

notice and the date of the meeting

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Essentials of a notice

Section 171 deals with contents of the Notice as

follows,
A) It should be in writing.
B) Shall be given to every member of the
company auditors, shareholders.
C) Can be sent by post, or delivered in person or
notified as advertisement in newspaper.
D) Shall contain details regarding place, the day and
hour of the meeting and also a statement of the

business to be transacted.
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E) Should be accompanied by Reports, Accounts,
Audit Reports etc.
F) In case of special business to be transacted,
explanatory statement giving the particulars of matters
to be discussed specially should be accompanied.

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Agenda:

 A statement of the business to be transacted in a

meeting.
 It is prepared by the secretary in consultation with
Managing Director or the chairman of the Board
 It gives the order in which business has to be transacted.
 This order may be changed by the chairman with the
approval of Directors or shareholders
 A copy of the Agenda will be supplied to the members in
advance

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Quorum :

 Quorum means the minimum number of members

to be present in order to conduct a meeting

 The quorum is generally fixed by the Articles

 Five members in case of a public limited company

and two in case of a private company will form the
quorum, as per section 154 of Company’s Act

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 Quorum for a meeting of Board of Directors of a
company is 1/3rd of total strength of directors minus
any vacancies or two directors whichever is higher

 A proxy is not counted for the purpose of quorum

Proxy:
 The person who is appointed to exercise the vote on
behalf of a shareholder at the meeting of a company
is called Proxy

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If a quorum is not present at the meeting
 within half an hour from the scheduled time of the
meeting
 The meeting shall be adjourned to the same day,
time, place of next week
 If at the adjourned meeting also
 Quorum is not present within half an hour of
scheduled time
 Then whatever the number of persons present
would be regarded as quorum

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Chairman :

 Any person elected or appointed to function as the

presiding officer of a meeting as per rules
 He has to maintain discipline and provide equal
chances to members to speak on the resolutions at
the meeting
Motions :
 A motion is defined as a “proposal put forth for
discussion at the meeting”

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 Resolutions :

 Resolution is the proposal passed at the meeting with

required majority

 After a motion is discussed, the chairman put it for

voting

 When the motion is passed by a majority, it becomes

a resolution

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 Voting :

 The decisions on matters or motions placed at the

meeting are taken through voting

 A motion becomes resolution after undergoing voting

process

 Voting means the method of knowing the mind of the

meeting on the motion moved for its consideration

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Methods of voting

Following are different methods of voting,

A. Acclamation.

B. Division

C. Ballet

D. Show of hands

E. Polling

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Minutes :

 The minutes of a meeting are the permanent

written record of the proceedings at the
shareholders and Directors meetings.
 Secretary records the events that have taken place
at a meeting.
 He prepares minutes from the notes.
 The chairman at the commencement of meeting
must read out the minutes of last meeting.

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 After confirmation by members, minutes will be
signed by the chairman

 Every company must maintain separate Minute

Books for the meetings of shareholders and
Directors

 The minute books must be kept at the registered

office of the company

 The pages of the Minutes Book must be

consecutively numbered

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 Shareholders are allowed to inspect the Minutes
Books of general meeting during business hours
without charge

 As per section 43, the chairman of the meeting

has right to exclude from the minutes any matter
which are defamatory to the interests of the
company

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Summary

 The document informing the date, time, place and

business to be taken up of a Meeting is called Notice
 A General Meeting of a company can be convened by
giving not less than 21 days notice in writing
 Agenda is a statement of the of the business to be
transacted in a meeting
 Quorum is the minimum number of members to be
present for conducting a meeting
 The Minutes of a Meeting are the permanent written
record of the proceedings at a record

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Quiz

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1. The summary of proceedings of a meeting
is known as

A) Agenda

B) Quorum

C) Notice

D) Minutes

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2. The quorum for a private company is

A) 6

B) 5

C) 3

D) 2

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Frequently asked questions

1) Explain Minutes of a Meeting.

2) What is the quorum for different company meetings.

3) write short notes on:

a) Agenda

b) Quorum
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Assignment

1) Explain Agenda

2) List out the contents of a Notice

3) Write short notes on:

a) Notice

b) Minutes

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