Since a company is an artificial person, it is required to conduct its business through others . The company has a common seal which is affixed on important documents as a token of the company’s approval. “A Company is an artificial person created by law, having separate entity with a perpetual succession and a common seal”.
Even the death or insolvency of a member does not affect the corporate existence of the company. Members may come, members may go, but the company continues the characteristics of a company meeting are its operations unless it is wound up. Separation of ownership and management – A company is managed through a board of directors elected by its members.
If no such meeting is convened within 21 days of their requisition, shareholders may themselves convene the meeting within 3 months from the date of their requisition. The shareholders are the real owners of the company, but due to certain limitations they cannot take part in the management of the company. They leave this to their representatives called the directors. For controlling the board of directors and their activities ‘shareholders’ ‘meetings’ are held from time to time. The last dividend is declared at a company’s annual general meeting for the 12 months. This quantity is calculated in spite of everything financial statements are recorded.
Minutes represent the record of the proceedings of a meeting. Every company must keep a record of its Statutory meeting, AGM, EGM, Meetings of the board of directors and every committee of the Board. In the present context it is a statement of the business to be transacted at a meeting. It also sets out the order in which the business is to be dealt with. However, the Central Government is empowered to relax the rule with regard to any class of companies .
Meetings of the Board of Directors
A Proxy is not entitled to speak in the meeting and vote only in a poll unless the articles provide otherwise. A member of a private company cannot appoint more than one Proxy to attend on the same occasion, unless the articles otherwise provide. Any member, entitled to attend and vote in a meeting, can appoint another person to attend and vote on his behalf. The appointment of a Proxy must be made by a written instruction signed by the appointer and deposited with the company, not more than 48 hours before the meeting. The Act states that the notice must annex an “Explanatory Statement” at which some special business is to be transacted.
Unless the articles of the company provide a definite period of notice, a reasonable notice must be given of the Board meeting. What is a reasonable notice will depend on any particular case. If a proper notice is not given the proceedings are invalid unless all the directors are present at the meeting. The object of this section is to ensure that the Board meetings are held at reasonably frequent intervals so that the directors may be in touch with the management of the affairs of the company. The members present at the meeting may discuss any matter relating to the formation of the company or arising out of statutory report, whether previous notice has been given or not. The meeting cannot pass a resolution on any item or on a subject unless notice has been given according to the provisions of the Act.
A company incorporated under the Companies Act, 2013 is treated as a separate person distinct from its members under the law. Therefore, the company will be liable for all the acts of the company except any illegal act done by the directors of the company. A company is a voluntary association formed by an individual or group of individuals. Most companies are formed with the motive of profit-making except the section 8 companies . Profit earned is divided among the shareholders or saved for the future expansion of the company. During this time, make sure the assembly agenda and annual reviews are being distributed to the attendees.
There are many types of meetings leaders are responsible for planning. Start your meeting promptly and emphasize the importance of being on time with your employees. Without a clear structure, meetings can quickly become unproductive. However, when you do need to plan a meeting, each one must be worth every minute of your time and your employees’ time. But before you begin to plan your next meeting, ask yourself this question –– Is a meeting really necessary, or could it be an email? For example, if the meeting doesn’t need a discussion or decision making, relaying certain information is best done via email.
As we have already studied, a company is a separate artificial person created by law, and a company is different from its members. Therefore, a company has its separate property and can own, enjoy, and dispose of properties in its name. Every Company, other than One Person Company , must hold a general meeting in each year apart from other meetings as Annual General Meeting . The AGM must be held within six months from the closing date of financial year.
- Unless the articles of the company provide a definite period of notice, a reasonable notice must be given of the Board meeting.
- Thus, the directors are the exclusive representatives of the company, and are charged with the administration of its internal affairs and the management and use of its assets.
- Looking to run more productive meetings at your organization?
- The Board of Directors has to name Annual General Meeting giving 21 days discover to all of the members entitled to attend the meeting.
- A decision-making meeting is a collaborative effort led by a team leader.
Shareholders with voting rights vote on present points, similar to appointments to the corporate’s board of directors, government compensation, dividend funds, and the choice of auditors. The extraordinary general assembly is used as a method to meet and cope with urgent matters that arise in between the annual shareholders’ meetings. In most instances, the only time shareholders and executives meet is throughout an organization’s annual basic meeting, which usually occurs at a fixed date and time. The Annual General assembly is an important event for each organisation. It offers its members, the general public and the committee a broad overview of the organisation’s current directions, monetary health and confirms its purpose.
What Is an Annual General Meeting (AGM)?
If a member who had appointed a proxy, personally attends and votes at a meeting, the proxy is automatically revoked. A member of a private company cannot appoint more than one proxy to attend the same meeting. The meetings of creditors are called when the company proposes to make a scheme for arrangement with its creditors. Notice Of every meeting of the Board of Directors must be given in writing to every director in India and at his usual address in India to every other director who is outside India for the time being (Sec. 286). Notice must be given to a director, even if he has stated that he will be unable to attend the meeting. The directors of a company exercise most of their powers in a joint meeting called the meeting of the Board.
If the report is sent later it shall be deemed to have been duly forwarded if it is so agreed to by a unanimous vote of the members entitled to attend and vote at the meeting [Sec. If the notice convening this meeting does not name it as the Statutory Meeting it will not Amount to compliance with the provisions of this section. These meetings are held by a particular class of shareholders for the purpose of effecting variation in the Articles in respect of their rights and privileges or for conversion of one class into another. Such notice has to be well written and specify the nature of business, and duly signed by all the members or any one authorized person acting on behalf of all.
As the company has no physical form, it cannot sign its name on a contract. Therefore, originally all documents and contracts required the affixing of the seal. But now most of the transactions are signed by the directors who act as its agents. When it is affixed on any document, two directors must witness its affixation. One of them is memorandum of association where the main objects of the company are specified and other document is articles of association in which ways and directions are suggested to get those objectives. Like a natural person, it has rights and obligations in terms of law.
The common seal acts as the official signature of the Company. Therefore, a Company form of business organisation came into existence to do away with the defects of sole proprietorship and partnership forms of business organisations. Section 68 of the Companies Act 2013 permits a limited company to buy back its own shares under certain circumstances.
easy ways to make one-on-one meetings more meaningful
The company form of organisation is the most popular for undertaking large-scale business. Perpetual Existence – The existence of a Company is not affected by the retirement, death, lunacy or insolvency of its members. Shareholders may come and Shareholders may go but the Company goes on forever, unless wound up according to Companies Act.
Meaning, Definition, Nature and Characteristics of Company
Members may come and members may go, but the company goes on undisturbed until dissolved by a process of law. Also, a shareholder cannot get back his money from the company and so be a cause of its disintegration. In all these respects the company is superior to partnership or sole proprietorship. The life of the company being independent of the lives of its members, its life expectancy is not limited to that of the various founders.
Not more than 15 months shall elapse between the date of one Annual General Meeting and the next. The Registrar may, for any special reason, extend the time of holding an Annual General Meeting by a period not exceeding 3 months. Meetings are necessary at all stages of decision-making, be it for a club or an association or a company or for running the Government.
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A private company raises its capital by private arrangement from friends and relatives. Where huge capital is required for production and distribution of what has been produced, a public limited company is formed and the general public is invited to supply the capital. Being a creature of law, a company is a legal entity, something distinct from the persons who are its members.