meetingsof share holders
TRANSCRIPT
-
8/9/2019 MEETINGSof Share Holders
1/34
MEETINGS
OFSHARE
HOLDERSSAHINA SETHI & SAMEER RAINA
BY:-
-
8/9/2019 MEETINGSof Share Holders
2/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 2
NEED FOR MEETING
TO RATIFY
TO EXPRESS THEIR DISAPPROVAL
OF,THE DIRECTORS PASTCONDUCT.
TO CONSIDER THEIR FUTURE
PLANS. TO PASS RESOLUTIONS.
-
8/9/2019 MEETINGSof Share Holders
3/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 3
TYPES OF MEETINGS
GENERAL MEETINGS STATUTORY MEETINGS
ANNUAL GENERAL MEETINGS ,AND
EXTRAORDINARY MEETINGS.
CLASS MEETINGS OF SHARE HOLDERS
OF DIFFERENT CLASSES OF SHARES.
-
8/9/2019 MEETINGSof Share Holders
4/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 4
STATUTORY MEETING (SEC165)
Every company limited by shares and every
company limited by guarantee and having a share
capital shall, within the period ofnot less than one
month nor more than six months from the date at
which the company is entitled to commence the
business, hold general meeting of the members of
the company.Note: it is held only once in lifetime of a company.
-
8/9/2019 MEETINGSof Share Holders
5/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 5
STATUTORY REPORT
The Board of Directors shall at least 21
days before the day on which the
meeting is to be held, forward thereport, called Statutory Report, to
every member of the company.
-
8/9/2019 MEETINGSof Share Holders
6/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 6
CONTENTS OF STATUTORY
REPORT TOTAL SHARES ALLOTTED
NUMBER OF SHARES ALLOTTED
HOWMANY FULLYOR PARTLY PAIDUP?
FOR PARTLY PAID UP,THE EXTENT TO
WHICH THEY ARE SO PAID UP.
THE CONSIDERATION FOR WHICH
SHARES HAVE BEEN ALLOTED.
CASH RECEIVED WHILE ALLOTTINGTHE SHARES.
-
8/9/2019 MEETINGSof Share Holders
7/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 7
CONTD
ABSTRACTS OF RECEIPTS AND
PAYMENTS (Note up to date 7 days
before report is dispatched) The receipts of shares and debenturesand other sources.
The payments made thereof.
The balance cash in hand. The estimate of preliminary expenses of
the company.
-
8/9/2019 MEETINGSof Share Holders
8/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 8
CONTD
DIRECTORS ,AUDITORS,MANAGERS AND
SECRETARY. THEIRNAMES
ADDRESSES
OCCUPATION AND
CHANGES IF ANY HAS OCCURRED IN THEM
SINCE THE INCORPORATION OF THE BUSINESS
CONTRACTS SUBMITTED INMEETING FOR APPROVAL.
MODIFICATIONOF ANY EXISTING CONTRACT.
-
8/9/2019 MEETINGSof Share Holders
9/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 9
CONTD
UNDERWRITING CONTRACT EXTENT TO WHICH IT HAS NOT CARRIED OUT.
AND REASONS FOR IT.
ARREARS OF CALLS. ARREARS DUE ON CALLS FROM EVERY
DIRECTOR AND FROMMANAGERS
COMMISSIONAND BROKERAGE.
PARTICULARS IF IT IS IN CONNECTIONWITHSALES OF SHARES AND DEBENTURES TO ANY
DIRECTOR ORMANAGER.
-
8/9/2019 MEETINGSof Share Holders
10/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 10
CERTIFICATION OF REPORT
CERTIFIED BY AT LEAST TWO DIRECTORS.
ONE DIRECTOR SHOULD BEM.D.
THEN BY AUDITORS.
REPORT SHOULD BE SENT TO: REGISTRAR
MEMBERS.
-
8/9/2019 MEETINGSof Share Holders
11/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 11
OBJECT OF STATUTORY MEETING
AND REPORT. TO PROVIDE FACT AND FIGURES TO
THE REGISTRAR AND MEMBERS OF
THE COMPANY.
TO DISCUSS THE MANAGEMENT,METHODS AND PROSPECTS OF THE
COMPANY.
TO APPROVE THE MODIFICATION INTERMS OF ANY CONTRACT.
-
8/9/2019 MEETINGSof Share Holders
12/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 12
COS WHICH NEED NOT HOLD
STATUTORY MEETINGS PRIVATE COMPANIES
COMPANY LIMITED BYGUARANTEE AND NOT HAVING
SHARE CAPITAL.
-
8/9/2019 MEETINGSof Share Holders
13/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 13
RESOLUTIONS
-
8/9/2019 MEETINGSof Share Holders
14/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 14
MEANING
Motion
Motion means a proposal to be discussed at a
meeting by the members.
A motion must be in writing and signed by the
mover .and
Put to the vote of the meeting by the chairman.
NOTE:- Only those motions which are mentioned
in the agenda to the meeting can be discussed at
the meeting.
-
8/9/2019 MEETINGSof Share Holders
15/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 15
CONTD
Amendment
Amendment means any modification to a
motion before it is put to vote for adoption .NOTE:- There can be an amendment to
an amendment motion also.
-
8/9/2019 MEETINGSof Share Holders
16/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 16
RESOLUTION
The altered motion is then discussed and put to
vote and if passed, becomes a resolution.
Resolutions mean decisions taken at a
meeting. TYPES OF RESOLUTIONS
ORDINARY RESOLUTION
SPECIAL RESOLUTION; AND
RESOLUTION REQUIRING SPECIAL
NOTICE.
-
8/9/2019 MEETINGSof Share Holders
17/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 17
ORDINARY RESOLUTION
An ordinary resolution is one which can
be passed by a simple majority.
i.e vote in its favour are more than votescast against it.
Voting may be by way of a show of
hands or by a poll provided 21 daysnotice has been given for the meeting.
-
8/9/2019 MEETINGSof Share Holders
18/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 18
NEED OF ORDINARY
RESOLUTION Issue of shares on discount [sec 79(2)].
Alteration of share capital [sec 94(2)].
Rectification of name [sec 22(1)(a)].
Reissue of redeemed debenture[sec 121].
Adoption of statutory report. [sec 165].
-
8/9/2019 MEETINGSof Share Holders
19/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 19
Special Resolution
A special resolution is one in regard to
which is passed by a 75 % majority only
i.e the number of votes cast in favour ofthe resolution is at least three times the
number of votes cast against it, either by
a show of hands or on a poll in person orby proxy
-
8/9/2019 MEETINGSof Share Holders
20/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 20
Following matters requiring Special resolution
Alteration ofMOA or AOA.
[sec 17(1)],[sec31(1)] Change in the Name of the company with the
consent of central govern ment. [sec 21],
Winding of the company voluntarily.
[sec 484(1) b].
-
8/9/2019 MEETINGSof Share Holders
21/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 21
Resolution requiring Special Notice
Certain matters specified in the Companies
Act, 1956 which may be discussed at a
general meeting only if a special notice isgiven.
A special notice enables the members to be
prepared on the matter to be discussed andgives them time to indicate their views on
the resolution.
-
8/9/2019 MEETINGSof Share Holders
22/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 22
CONTD
The intention to propose such a resolution
must be notified to the company at least 14
days before the meeting. The company must within 7 days before
the meeting give the notice of the proposed
resolution to its members.
-
8/9/2019 MEETINGSof Share Holders
23/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 23
NEED OF SPECIAL NOTICE
To resolve at an annual general meeting that a
retiring auditor shall not be reappointed.
[sec 225].
To remove a director before the expiry of his
period of office. [sec 284],
To appoint another director in place of removed
director. [sec 284]
-
8/9/2019 MEETINGSof Share Holders
24/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 24
CONTD
NOTE:-Please note that a resolution
requiring special notice may be passed
either as an ordinary resolution (Simplemajority) or as a special resolution (75 %
majority).
-
8/9/2019 MEETINGSof Share Holders
25/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 25
ANNUAL GENERAL MEETING
. Every company must in each year hold an
annual general meeting. Not more than 15
months must elapse between two annual general
meetings. However, a company may hold its first
annual general meeting within 18 months from
the date of its incorporation. In such a case, it
need not hold any annual general meeting in the
year of its incorporation as well as in the
following year only.
-
8/9/2019 MEETINGSof Share Holders
26/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 26
A notice of at least 21 days before the meetingmust be given to members unless consent is
accorded to a shorter notice by members,holding not less than 95% of voting rights inthe company.
The notice of the meeting must be accompanied
by a copy of the annual accounts of thecompany, directors report on the position ofthe company for the year and auditors reporton the accounts. Companies having sharecapital should also state in the notice that amember is entitled to attend and vote at themeeting and is also entitled to appoint proxiesin his absence.
-
8/9/2019 MEETINGSof Share Holders
27/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 27
The AGM must be held on a working day
A company may, by appropriate provisions
in its articles, fix the time for its annualgeneral meeting and may also by a
resolution passed in one annual general
meeting fix the time for its subsequent
annual general meetings.
-
8/9/2019 MEETINGSof Share Holders
28/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 28
Any member of the company may apply to theCompany Law Board.
The Company Law Board may call, or direct thecalling of the meeting, and give such ancillary or
consequential directions as it may consider expedientin relation to the calling, holding and conducting ofthe meeting.
The Company Law Board may direct that onemember present in person or by proxy shall be
deemed to constitute the meeting. A meeting held inpursuance of this order will be deemed to be anannual general meeting of the company. Anapplication by a member of the company for thispurpose must be made to the concerned RegionalBench of the Company Law Board by way of petition
-
8/9/2019 MEETINGSof Share Holders
29/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 29
The following matters constitute ordinary business at an AGM :-
Consideration of annual accounts, directors report and the auditorsreport
Declaration of dividend
Appointment of directors in the place of those retiring Appointment of and the fixing of the remuneration of the statutory
auditors.
In case any other business ( special business ) has to be discussed anddecided upon, an explanatory statement of the special business mustalso accompany the notice calling the meeting. The notice mustshould also give the nature and extent of the interest of the directorsor manager in the special business, as also the extent of theshareholding interest in the company of every such person.
In case approval of any document has to be done by the members atthe meeting, the notice must also state that the document would beavailable for inspection at the Registered Office of the companyduring the specified dates and timings.
-
8/9/2019 MEETINGSof Share Holders
30/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 30
EXTRAORDINARY GENERAL
MEETING Every business transacted at such a meeting is special
business. An explanatory statement of the specialbusiness must also accompany the notice calling themeeting. The notice must should also give the natureand extent of the interest of the directors or managerin the special business, as also the extent of theshareholding interest in the company of every suchperson. In case approval of any document has to bedone by the members at the meeting, the notice also
state that the document would be available forinspection at the Registered Office of the companyduring the specified dates and timings.
-
8/9/2019 MEETINGSof Share Holders
31/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 31
The Articles of Association of a Company
may contain provisions for convening an
extraordinary general meeting
-
8/9/2019 MEETINGSof Share Holders
32/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 32
CLASS MEETING
Such meetings are normally called when it is
proposed to vary the rights of that particular
class of shares. At such meetings, these
members discuss the pros and cons of the
proposal and vote accordingly.
Class meetings are held to pass resolution
which will bind only the members of the classconcerned, and only members of that class can
attend and vote
-
8/9/2019 MEETINGSof Share Holders
33/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 33
Unless the articles of the company or a
contract binding on the persons concerned
otherwise provides, all provisionspertaining to calling of a general meeting
and its conduct apply to class meetings in
like manner as they apply with respect to
general meetings of the company.
-
8/9/2019 MEETINGSof Share Holders
34/34
Wednesday, August 11,
2010
THE BUSINESS SCHOOL 34
OTHER MEETINGS
MEETING OF BOARD OF DIRECTORS
MEETING OF CCOMMITTEE OF
BOARD MEETING OF DEBENTURE HOLDERS
MEETINGS OF CERDITORS