Chapter 7 Company Meetings – I Solutions

Group ‘A’

Group ‘B’

(a) Chairman

(2) Casting vote

(b) Quorum

(4) Minimum number of members required for a valid meeting

(c) Motion

(1) Proposal put before the meeting

(d) Minutes

(7) Record of a meeting

(e) Notice

(9) Intimation stating agenda, day, date, time and place of meeting

(f) Proxy

(10) Representative of a member

1C. Write a word or a term or a phrase which can substitute each of the following statements.

1D. State whether the following statements are True or False.

1E. Find the odd one.

1F. Complete the sentences.

1G. Select the correct option from the bracket.

Group ‘A’

Group ‘B’

(1) Voting by-poll

…………………

(2) ………………………

Special resolution

(3) Substantive Motion

…………………..

(4) ………………………

Chairman

Group ‘A’

Group ‘B’

(1) Voting by-poll

Proxy

(2) 3/4 or 75% majority

Special Resolution

(3) Substantive Motion

an amended Motion

(4) Presides over a Meeting

Chairman

1H. Answer in one sentence.

1I. Correct the underlined word and rewrite the following sentences.

1J. Arrange in proper order.

2. Explain the following terms/concepts:

The amendment should be relevant to the main motion and it must not alter the original motion.

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

1. 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.

Question (a).
Should agenda also be sent with Notice?
Answer:
Yes, the agenda should be sent along with the notice.

Question (b).
What type of resolution is needed to alter the Articles?
Answer:
A special resolution is needed to alter the Articles of Association.

Question (c).
Should the resolution for altering articles be filed with the Registrar of Companies?
Answer:
A copy of the special resolution passed for altering Articles of Association must be filed with the Registrar of Companies within 30 days of its passing.

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

Question (a).
meeting of the company which has less than 1000 members?
Answer:
The quorum for less than 1000 members is 5 members.

Question (b).
meeting of the company which has more than 5000 members?
Answer:
The quorum for more than 5000 members is 30 members.

Question (c).
meeting of the company which has 2500 members?
Answer:
The quorum for 2500 members is 15 members.

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

Question (a).
What should be done if the votes cast in favour and against the motion are equal?
Answer:
A chairman of the general meeting (Mr. P) can exercise casting votes in case of a tie in votes.

Question (b).
How many votes can a member cast under the poll method?
Answer:
Under the poll method, a member can cast his votes as per the number of shares held by him. ‘One shares One vote’ is a rule.
Eg. If Mr. A has 100 shares, he can cast 100 votes.

Question (c).
What should Mr. P do if any point of order is raised by a member?
Answer:
If the point of order is raised, Mr. P has to stop discussion on an original motion under discussion and give his ruling/decision immediately on point of order.

4. Distinguish between the following.

5. Answer in brief.

Importance of Company Meetings:

When the point of order is raised, discussion on the original motion is stopped for some time. The chairman gives his decision on point of order. The decision given by the chairman is final and binding on the meeting.

(ii) Voting by Division:
In this method, present members are divided into two groups. Members in favour and those against the motion are asked to go to different rooms. Then the sense of the meeting is ascertained by counting and the chairman declares the result.

(iii) Voting by show of Hands:
This method is used in the general meetings of a company. After the discussion on the motion, the Chairman requests the members to raise their hands in favour or against the motion. The chairman declares the result by counting a number of hands in favour or against the proposal. ‘One man One vote’ is the principle.

(iv) Voting by Poll:
The poll can be demanded after the declaration of result by show of hands. Under this method, each member can vote in proportion to the number of shares held by him. ‘One share One vote’ is the principle. Polling papers are given to members and proxies for recording their votes. The result of the poll is final and not to be challenged.

6. Justify the following statements.

7. Answer the following questions.

Powers of Chairman:

Duties of Chairman:

(ii) Voting by division:
In this method, present members are divided into two groups. Members in favour and those against the motion are asked to go to different rooms. Then the sense of the meeting is ascertained by counting and the chairman declares the result.

(iii) Voting by ballot:
Under this method, every member entitled to vote is asked to record the vote on a ballot paper and deposit it in the ballot box. The votes are counted and the result is declared. This method ensures secrecy in voting.

(iv) Voting by show of hands:
This method is used in the general meetings of a company. After the discussion on the motion, the Chairman requests the members to raise their hands in favour or against the motion. The chairman declares the result by counting a number of hands in favour or against the proposal. ‘One man One vote’ is the principle.

(v) Voting electronically:
The Central Government may prescribe certain companies for having compulsory electronic voting in general meeting. Members may exercise his right to vote by electronic means.

(vi) Voting by postal ballot:
The Central Government may prescribe certain companies for having voting by postal ballot. Ballot papers are sent by post to members.

(vii) Voting by Poll:
Poll can be demanded after the declaration of result by show of hands. Under this method each member can vote in proportion to the number of shares held by him. ‘One share One vote’ is the principle. Polling papers are given to members and proxies for recording their votes. The result of poll is final and not to be challenged.

Examples:

(ii) Special Resolution:
The resolution which is passed by special majority is called as Special resolution. It is passed by 3/4th or 75% majority. The purpose of passing this resolution should be mentioned in the notice of the meeting. A special resolution is passed in general meeting only. Notice of special resolution has to be given to the members 21 clear days before the meeting. A copy of special resolution must be filed with the Registrar of Companies through e-filing on MCA portal within 30 days of passing resolution.

Examples:

(iii) Resolution requiring special notice:
Some resolutions require special notice as per the companies Act or Articles of Association of the company, hence such resolutions are called resolution requiring special notice. Special Notice resolution may be ordinary or special resolution. A proposer of a motion has to give a special notice of 14 days to the company. The company should then give a notice of that resolution to all members atleast 7 days before the meeting.

Examples:

(iv) Resolution requiring registration:
Resolution which are required to be registered with the Registrar of Companies are called as resolution requiring registration. Resolution should be filed with Registrar within 30 days of its passing.

Examples:

(v) Resolution by Circulation:
When directors have to take important and urgent decisions and do not have a sufficient time to call a meeting, then a draft resolution is prepared and forwarded to all directors to pass resolution. It is called as resolution by circulation.

Activity: (Textbook Page No. 113)

Prepare an agenda for a meeting to discuss holding of Annual Day.
Answer: