LAW

1. Meetings of Company

2. Meetings of Company:
• A company will hold meetings from time to
time to decide upon the isuue of shares,
bonds, calling back bonds, decide on yeild
of bonds etc.
• Meetings of the company are of three
kinds:1. Meetings of Members
• 2. Meetings of Directors
• 3. Meetings of creditors

3. Meetings of Members
• These meetings are general meetings as they are
attended by all the members.
• The management of the company is undertaken
through meetings of the company’s shareholders
where major decisions are to be taken. The meetings
are usually called by directors, but may also be
called by the shareholders. In case of default the
Commission(appointed by shareholders constituting
themselves) may call a meeting, either of its own
accord or on the application of members.

4. Meetings of Members
• Types of meetings of the shareholders:
• The meetings of the shareholders are of
three types:
1. The Statutory Meeting
2. The Annual General Meeting
3. Extra Ordinary General Meeting

5. Meetings of Members
1. The Statutory Meeting:
• The statutory meeting is the first meeting of the
members of the company after it commences
business. It is held once in lifetime of the
company.
• Section 157(1) states that “ every company limited
by shares and every company limited by guarantee
and having a share capital shall , within a period of
not less than three months, nor more than six
months, from the date at which the company is
entitled to commence business, hold a general
meeting of the members of the company, which
shall be called ‘the statutory meeting’”.

6. The Statutory Meeting:
• Subsection (12) states that this section shall
not apply to a private company.
• Thus the following companies are required to
hold the statutory meeting:
• Every public company limited by shares.
• Every company limited by guarantee and
having a share capital.

7. The Statutory Meeting:
• Requirements of Statutory Meeting:
Following are the requirements of statutory meeting:
• It is to be held within a period of three to six months
after the commencement of business.
• Twenty one days before the date on which the
meeting is held, the director shall forward a report,
“the Statutory Report” to every member. The report
is to be certified by the CEO and two other directors.
After certification a copy is to be sent to the registrar
and the auditors.

8. The Statutory Meeting
• The Statutory report includes the following:
− List of Members
− Shares allotted and the amount received from them
− Particulars of the directors, managers and secretary
− Particulars of contracts that have to be approved
− The detail of company’s affairs along with fees and
brokerage paid.
• The members present at meeting are at liberty to
disclose any matter relating to the formation of the
company.

9. 2. Annual General Meeting (AGM)
• The Annual General Meeting (AGM) is a
required meeting under the ordinance. It is an
annual meeting through which the
shareholders control the affairs of the
company. They may raise questions about the
affairs of the company including its accounts.
It is, therefore, the annual general meeting of
the company that protects the interest of the

10. 2. Annual General Meeting (AGM)
• Requirements of AGM:
Following are the requirements of AGM:
i. It must be held every year.
ii. The first AGM is to be held within eighteen
months of incorporation.
iii. Every subsequent(coming) AGM is to be
held within four months of the closing of
the company’s annual financial year.

11. 2. Annual General Meeting (AGM)
iv. Notice of the date of the meeting is to be send
twenty one days before such date to the
shareholders whereas in case of a listed company
the notice is also required to be published in the
newspaper.
v. In case of default in complying with any of these
requirements all officers party to such default shall
be held liable.
vi. The gap between two AGMs should not be more
than fifteen months.

12. 2. Annual General Meeting (AGM)
• Agenda of AGM:
• In this meeting the following matters are
usually considered.
• Annual accounts of the company
• Declaration of dividend
• Retirement and appointment of auditors
• retirement and appointment of Directors

13. 3. Extra Ordinary General Meeting
• According to section 159 all general meetings of a
company , other than AGM and the statutory
meeting are called Extra Ordinary General
Meeting. Such meetings are called to deal with
some urgent special business that can not be
postponed till the AGM.
These meetings are called by two ways:
i. Calling of Extra Ordinary General Meeting by
Directors.
ii. Calling of Extra Ordinary General Meeting on the
Requisition of Members.

14. 3. Extra Ordinary General Meeting
i. Calling of Extra Ordinary General Meeting by
Directors:
• The directors may at any time call the Extra
Ordinary General Meeting of the company to
consider any matter which requires the approval of
the company in general meeting.
ii. Calling of Extra Ordinary General Meeting on
the Requisition of Members.
• The directors shall, on the requisition of members
representing the one tenth of the voting power on
the date of deposit of requisition, forthwith to
proceed to call an extra ordinary general meeting.

15. 3. Extra Ordinary General Meeting
• Requirements of Calling Extra Ordinary
General Meeting on the Requisition of
Members.
• Requirements of Calling Extra Ordinary General
Meeting on the Requisition of Members are
following:
i. The requisition shall state the objects of the
meeting.
ii. It will be signed by the requisitionists.
iii. The requisition will be deposited at the registered
office of the company.

16. 3. Extra Ordinary General Meeting
iv. If the directors do not proceed within the twenty-
one days from the date of the requisition being so
deposited to call a meeting, the requisitionists may
themselves call the meeting.
v. The meeting so called shall be held within three
months from the date of depositing such
requisition.
vi. The meeting will be called in the same manner as
the meetings are called by directors.

17. 3. Extra Ordinary General Meeting
• Notice of an Extra Ordinary General
Meeting:
• The notice of an Extra Ordinary General
Meeting shall be send to the members at least
twenty one days before the date of the
meeting and in case of a listed company it
shall also be published in a newspaper. A
shorter notice period will require approval of
the registrar.

18. BOARD OF DIRECTORS
POWERS
Section 179 of the Companies Act, 2013 provides that the Board
of directors of accompany shall exercise the following powers
on behalf of the company and it shall do soon by means of
resolution passed at meeting of the Board:
(a) the power to make calls on shareholders in respect of money
unpaid on their shares;
(b) the power to issue debentures;
(c) the power to borrow moneys otherwise than on debentures
(d) the power to invest funds of the company; and(e) the power
to make loan.

19. DUTIES
Duties of the BOD are contained in Section 166 of CA 2013.
(1) Subject to the provisions of this Act, a director of a
company shall act in accordance with the articles of the
company.
(2) A director of a company shall act in good faith in order to
promote the objects of the company for the benefit of its
members as a whole, and in the best interests of the company,
its employees, the shareholders, the community and for the
protection of environment.
(3) A director of a company shall exercise his duties with due
and reasonable care, skill and diligence and shall exercise

20. . (4) A director of a company shall not involve in a
situation in which he may have a direct or indirect
interest that conflicts, or possibly may conflict, with the
interest of the company.
(5) A director of a company shall not achieve or
attempt to achieve any undue gain or advantage either
to himself or to his relatives , partners, or associates and
if such director is found guilty of making any undue
gain, he shall be liable to pay an amount equal to that
gain to the company.

21. (6) A director of a company shall not assign his office
and any assignment so made shall be void.
(7) If a director of the company contravenes the
provisions of this section such director shall be
punishable with fine which shall not be less than one
lakh rupees but which may extend to five lakh rupees.

22. GENERAL DUTIES
a) Duty of good faith: The directors must act in the
best interest of the company. Interest of the company
implies the interest of the present and future members
of the company on the footing that company would be
continued as going concern.

23. b) Duty of care: A director must display care in
performance of work assigned to him. He is, however,
not expected to display an extraordinary care but that
much care which a man of ordinary prudence would
take in his own case.
(c) Duty not to delegate: Director being an agent is
bound by the maxim “delegatus nonpotest delegare.”
which means a delegatee can not further delegate.
Thus, a director must perform his functions personally.
However, he may delegate his in certain conditions.