MEETINGS AND PROCEEDINGS

What is a company?

 It is an artificial person, whose decision are taken by a body of member

(Share holders) – through resolutions.

What is a meeting?

 Meeting is an association of person to discuss/ interact on a common

interest. (General)
 When two or more persons come together to discuss matters of common
interest - it is said to be a meeting.
 Kinds of meetings - Parts of a company that conduct meetings –
o Members
i. Statutory meetings
ii. Annual General Meetings
iii. Extraordinary general meetings
iv. Class meetings
o Directors
i. Board meeting
ii. Committee meeting
o Creditors = debenture holders
i. DH meetings
ii. Creditors – people who fund the company

Statutory meetings – when to be held?

 A mandatory meeting
 When the company is incorporated – a statutory meeting
 Only one statutory meeting throughout the company life
 Not before 01 month, and not after 06 months of incorporation/formation
 All the members – notice to attend the meeting
 Why is it statutory? Because it is conducted in the statutory period.
 Object –
o Discuss growth/development/progress of the company – discuss its
promotion
o Approve any modification of the contract
 Companies not required to hold SM:
o If the company is unlimited company = only required for limited
company
o Company without share capital = only public company
 Provisions for holding a statutory meeting
o Notice –
 At least 21 days before, a notice will be served to all the
members.
 Short notice if consent obtained by 95% of the members
o Statutory report
 An agenda will be fixed – report will be prepared by director
and report served 21 days before so that they can prepare
 And items on agenda will be discussed.
 If a shorter period of time for service of report – considered by
majority of members – then also acceptable
 Contents of the report
o Allotment of shares – allotted to all individual members + to be
informed to all the members regarding details as to payment (partly
or wholly)
o Cash received – inform as to how much cash received as against
allotment of shares
o Abstract – regarding receipt and payment – income/expenditure.
o Directors, auditors and other managerial personnels
o Contracts – any modification/ new contract to be approved in this
meeting
o Underwriting contracts – not yet complied/imposed – why? To be
discussed
o Arrears of calls –
o Commission and brokerage – fixing, payment status discussed.
 Certification of report –
o to be made by two directors and ratified by registrar
 Procedure at the meeting
 Effect of non-compliance
o Contract no yet complied by directors – asked and penalize
o