kinds of meetings

8/7/2019 KINDS OF MEETINGS

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KINDS OF MEETINGSKINDS OF MEETINGS

PRESENTED BY:

RAJinder


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MEANING OF MEETINGMEANING OF MEETING

The word meeting implies the

coming together of a certain

number of members fortransacting the business in the

agenda, for which a previous

notice has been given.


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KINDS OF MEETINGSKINDS OF MEETINGSSTATUTORY MEETING(SECTION 165)

This section applies only to a public company

having share capital.

Every company limited by shares and every

company limited by guarantee and having a

share capital shall :

1 With in a period of not less than 1monthand

2 Not more than 6 months from the date at

which the co. is entitled to commence


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this meeting is held only once

during the life time of the co.And it is usually the first meeting

of the shareholders.


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COMPANIES EXEMPTED FROMCOMPANIES EXEMPTED FROM

HOLDING THE STATUTORY MEETINGHOLDING THE STATUTORY MEETINGA private company

A public company not having a

share capital

Public co. limited by guarantee and

not having a share capital

An unlimited company

A govt. company


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OBJECTIVE OF MEETINGOBJECTIVE OF MEETINGTo discuss the success of the formation of

the company.

To approve any modification in the

contracts specified in the prospectus, if

need arises.

Providing information to the members

about the shares allotted, preliminaryexpenses incurred or to be incurred,

status of implementation of underwriting

agreements and contracts entered into by


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STATUTORY REPORTSTATUTORY REPORTThe directors are required to send a report

called the statutory report to every

member of the co. atleast 21 days before

the date of the meeting.

CONTENTS OF REPORT

Shares

Cash receivedAbstract

Directors, auditors and other managerial

personnel


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contracts

Underwriting contractsArrears of calls

Commission and brokerage

Certification of report: the report

must be certified as correct by not

less than two directors, one of whom

shall be M.D. if any.


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Filing of statutory report with ROC:

Acertified copy of report shall be delivered

to the ROC in e-form 22 for registeration

immediately after the same have been

sent to the members of the co.

Procedure at the meeting:

List of members

Matter for discussion(passing ofresolutions)

Adjournment of statutory meeting


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MINUTES OF STATUTORY MEETINMINUTES OF STATUTORY MEETIN

The minutes should be signed by

the chairman within 30 days of

the meeting.In case of ltd. Company , the copy

of minutes should also be sent

to the stock exchange in which

the securities of the co. are


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Section 433(b)Section 433(b)

The company may be wound up if

there is default in delivering the

report to the registrar or in holdingthe meeting.


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ANNUAL GENERALANNUAL GENERALMEETINGMEETINGSECTION 166(1)

Every company shall in each year

hold in addition to any other

meeting a general meeting as its

AGM.

YEAR refers to calendar year


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Which companies holdWhich companies holdAGMAGMEvery company whether public or

private;

having share capital or not ; limited

or unlimited .


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OBJECTS OF AGMOBJECTS OF AGMTo protect the interest of shareholders .

The Board of directors place accounts for

consideration, approval & adoption by

shareholders in the AGM.

Shareholders exercise control over the

management by re-electing the directors.

The auditors of the company are also

replaced in AGM.

Dividend proposed by the directors is

declared in AGM.


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TIME PERIODTIME PERIOD

First AGM: it must be held with in 18months from the date of incorporation of

company.

Subsequent AGM(Section 166 and 210):AGM should be held at the earliest of the

three relevant dates:

1 Six months from the close of financial year.2 Within 15 months from the date of previous

AGM.

3 The last day of the next calendar year.


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BUSINESS TO BEBUSINESS TO BE

TRANSACTED (SECTION 173)TRANSACTED (SECTION 173)

Ordinary business: it is transacted bypassing ordinary resolution.

Special business: ( passing of special

resolution)

1 Removal of a director.

2 Issue of bonus shares.

3 Issue of right shares

4 Election of a person as director.

Explanatory statement is required for

transacting each item of special business.


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STATUTORY MEETINGANNUAL GENERALMEETING(AGM)

Notice of meetingmust be given atleast 21 clear daysbefore the meeting.( may be at shorternotice)

Notice must be givento every member ofthe company, legalrepresentative of adeceased member,

Official receiver, theauditor of company.

TIME DATE AND PLACEOF MEETING:

No restrictions

21 days notice (may

be at shorter notice)

Same .

TIME: during businesshours .

DAY: which is not apublic holiday.

PLACE: at registeredoffice .


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EFFECT OF NON COMPLIANCE

1 FINE:may extend to

Rs. 5,000.2 WINDING UP: if default

is made indelivering thestatutory report tothe registrar or inholding themeeting, thecompany may be

wound up by theNCLT.

EFFECT OF NON-COMPLIANCE

1 Power of Central

Government tocall AGM.

2 PENALTY: which mayextend to Rs.50,000

&

in case of acontinuing default,fine may extend toRs. 2,500 for everyday.


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EXTRAORDINARY GENERAL MEETINGEXTRAORDINARY GENERAL MEETING

Regulation 47 of the table a provides all

general meetings other than annual

general meeting shall be called as EGM

NEED FOR EGM:

It may be held for the purpose of dealing

with any extra ordinary matter which

cant be postponed till the next annual

general meeting.


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EXTRA ORDINARY MATTERSEXTRA ORDINARY MATTERS

CAN BE.CAN BE.Changes in M.O.A

Changes in A.O.A

Reduction or reorganisation of sharecapital

Issue of debentures

Removal of director

Removal of auditors



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TRANSACTEDTRANSACTEDAll business transacted at such meeting is

called special business .

EGM may be convened by any one of the

following:

(a) The board of directors

i) on its own

ii) on the requisition of shareholders.

(b) By requisitionists themselves.

(c) By National Company Law Tribunal.

convene y ev y


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convene y ev yBoard of Directors Board of Directors

1 On its own : Regulation 48(1) of Table Aprovides that Board may, whenever

thinks fit, call an EGM. Company secratory

has no authority to convene an EGM

without such authority.

2 By directors on requisition of shareholders

[section 169(b)]: if the following conditions

are satisfied:

(a) the requisition is signed by the requisite

no. of members u/s 169(b)


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(b) The requisition shall state the matters for the

consideration of which meeting is to be called u/s

169(2)

(c) It shall be deposited at the registered office of

the company u/s169(3).

EGM called by the Board : on receipt of a valid

requisition:

The Board shall within 21 days from the date of

the deposit of a valid requisition proceed to call

EGM by giving 21clear days notice.

The meeting shall be held within 45 days from the

date of deposit of the requisition.


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requisitionistsrequisitionists If the board does not proceed to call a meeting with

in 45 days of deposit of requisition then the

meeting may be called by the requisitionists

themselves as follows:

1. Eligible members

2. Time period for holding

3. Manner of calling of EGM

4. Only special business can be transacted for which

meeting is convened

5. Expenses to be reimbursed

6. No action against defaulting directors


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(c) Power of NCLT to call(c) Power of NCLT to callEGMEGMIf for any reason it is impractical

to call or hold or conduct anEGM, the NCLT may order an

EGM to be conducted in suchmanner as it thinks fit.NCLT may exercise such power :

(a)On the application of a memberor

(b)On the application of a directoror


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NOTICE OF EGMNOTICE OF EGM

Notice of every EGM together withthe explanatory statement mustbe given to the members at least

21 days before the date ofmeeting , in accordance with theprovisions of the Companies Act,and the Articles of the company.


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TIME AND VENUE OFTIME AND VENUE OF

MEETINGMEETINGThe provisions of section 166 regarding

time and venue of holding AGM has no

applicability to the EGM.

Directors are expected to keep in mind,convenience of the members in fixing

the time and place of meeting so that

they can exercise their voting rights.


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CLASS MEETINGSCLASS MEETINGS

Class meetings are generally held

for obtaining the consent of a

particular class of shareholders:for altering their rights and

privileges or

for conversion of one class into

another.


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REQUISITES OF A VALIDREQUISITES OF A VALIDMEETINGMEETINGProperly convened:

1. The meeting must be duly

convened by a proper authority. 2. a proper notice must be served

in the prescribed manner to allthe persons entitled to receive

the notice.


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Legally constituted:

1. A quorum must be present.2. A chairman must preside.

3. Minutes of the proceedings ofthe meeting shall be kept.


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kinds of meetings

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