Company Secretarial Practice
1. What is special notice? Give the circumstances for which the notice is required.
Special notice is a notice of a proposal to be distributed to all shareholders before a meeting of a company. This notice required if company want to make announce the meeting which is made less than 28 days before the meeting.
Circumstances warrant for an adjournment: * When the accounts are not ready for submission at AGM * When it is impossible to maintain order of the meeting * When necessary, adjourn the meeting for the purpose of taking a poll * When within half an hour from the time appointed for the meeting, a quorum is not present
2. Adjournment is referred to continuing or extending the meeting which has been actually held. Describe the procedure and give two circumstances under which a meeting may be adjourned.
When asked to adjourn a meeting, a motion to that effect must be moved. It can be moved by the chairman of the meeting or any member present at the meeting. It usually seconded that even not necessary, although it is not seconded by any member, it is advisable to put the motion to vote.
Two circumstances a meeting may be adjourned. 1. If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it. 2. The chairman of the meeting may adjourn a general meeting at which a quorum is present if- * the meeting consents to an adjournment, or * it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner
3. Explain the meaning of “the meeting is properly constituted”.
For a meeting to be properly and legally constituted there must be proper quorum, a proper