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3.

Appointment of Directors by Directors

a. As additional directors b. In a casual vacancy Created by Death , Resignation , Disqualification , etc c. As alternate directors
4. Appointment of Directors by 3rd parties

Articles may give power to debenture holders or the creditors of a banking co or financial co-directors appointed shall not exceed 1/3rd of the total. They are not liable to retire.

5. Appointment by Proportional Representation


The appointment shall be made once in 3 yrs. 6. Appointment of the Directors by the Central Govt a. Not exceeding 3yrs on any one occasion b. Purpose - To prevent Oppression or - Acting against the interest of the co Position of Directors : a. As Agent b. As Employees c. As Officers d. As Trustees

Powers of Directors
General Powers :

The Board of Directors of a co is entitled to exercise. a. All such powers and b. Do all such acts which the co is authorised to exercise and do.This power is subject to 2 conditions 1. Board shall not do any act which is to be done by the co in General Meeting. 2. Board shall exercise its powers subject to , - The provisions of companies act - M/A of co - A/A of co

Powers to be exercised at Board Meeting by passing resolutions a. Make calls b. Issue Debentures c. Borrow money ( Through Public Deposits ) d. Invest the funds of the co e. Make Loans
Powers to be exercised with the approval of the co in General Meeting a. To Sell , Lease etc of cos undertaking b. To Remit or give time for payment

c. To invest
d. To borrow money e. To contribute to charitable funds upto Rs.50,000/Political Contributions :

Board can pass resolution to make political contributions. The amount contributed by co should not exceed 5% of its average net profit during the 3 immediately preceding financial years.

Duties of the Directors


1. Fiduciary Duties ( duties of Trustees )
a. Exercise powers honestly for the benefit of the co. b. Not to place themselves in a position in which there is conflict between their duties to the co and their Personal interests.

2. Duties of care , skill and diligence 3. Other Duties a. To Attend Board Meetings b. Not to Delegate his Duties c. To Disclose his Interest

Meetings and Proceedings


MEETINGS :

Meetings of a co may be classified into I. General Meetings - which include , a. Statutory Meeting b. Annual General Meetings c. Extra-ordinary Meetings II. Class Meetings Shareholders of different classes

III. Meetings of Creditors and Debenture


Holders a. During the life time of co b. At the time of winding up of co IV. Meetings of Directors

General Meetings
a. Statutory Meeting :
Every co - Limited by shares - Guarantee having a share capital shall within a period of not less than 1 month and not more than 6 months from the date at which the co is entitled to commence business ,hold a general meeting of the members of the co.- This meeting is called Statutory Meeting . This is the First meeting of the co. This is held once in the life time of co.

Statutory Report :

The Board of Directors shall at least 21 days before the day on which the meeting is to be held , forward a report called the statutory report . Which contains all the necessary information relating to the formational aspect of the co.

b. Annual General Meeting : - Every co shall in each year hold a general meeting as its Annual General Meeting. - There shall not be an interval of more than 15 months between Annual General Meeting of the co and the next.

of 18 months from the date of its incorporation. - If a Co fails to hold AGM, any member can apply to the Co - Law Board for calling the meeting. The Co and every Officer who is default shall be punishable with fine.
Importance of AGM :
1. 2. 3.

- A Co may hold its first AGM within a period

Shareholder can exercise control over the affairs of the Co. Discuss and Review the working of the Co. Dividends are declared in AGM.

c. Extra ordinary General Meeting :


Any meeting other than Statutory Meeting and AGM of a Co is called an Extra ordinary General Meeting. It is called for transacting some urgent or special business which cannot be postponed till the next General Meeting. It may be called by , 1. By the Board of Directors on its own or 2. By the Board of Directors on the requisition of members or 3. By the Requisitionist , themselves on the failure of the Board of Directors.

Requisits of a valid Meeting

Proper Authority Notice of Meeting Should be given not less 21 days notice Contents of the Notice a. Place b. Date c. Hour of meeting d. Statement of the business to be transacted at the meeting.

Quorum for Meeting


The Quorum is generally fixed by the Articles. If the Articles do not provide - 5 members personally present in the case of a public co. - 2 in the case of other co. Chairman of the Meeting Minute Book
Proxies :

A Proxy is an authority to represent and vote for another person at a meeting.