Meetings

Submitted To Prof. S.C. Gupta

Submitted By
Abhishek Devra - 2

Amandeep Singh - 5 Komalpreet Singh - 26 Shashank Tayal - 52 Shefali Sharma - 53 Vaibhav Raj Soni - 61

Why are meetings required?
• A Company is an artificial identity, therefore it
– Cannot act itself – Need some human intermediary

• Thus
– Shareholders, – Board of Directors [Section 291] act on behalf of the company.

Kinds of Meetings
• • • • Statutory Meeting Annual General Meeting Extra Ordinary General Meeting Class Meeting

Statutory Meeting (Section-165)
Legal provisions regarding the statutory meeting:

Can be held only by a public company having share capital.
Must be held not before one month and within six months from the date company is entitled to commence business. Prior notice must be served at least 21 days before the meeting to all members. Statutory report must be sent along with the notice to all the members.

• •

Statutory report can be deemed to be forwarded later only on agreement of all the members entitled to attend and vote at the meeting.
Statutory report’s copy must also be sent to registrar after it has been sent to all the members.

Contents of Statutory Report
– Total number of shares allotted • Fully Paid Up • Partly Paid Up Total cash received by the company in respect to all allotments. – The name , address , occupation of directors , auditors , manager and the secretary of the company. The extent to which any underwriting contract has been carried out.

An abstract of payments and receipts up to a date within seven days of the date of the report, and the balance of cash in hand.
Any commission or discount paid on issue of shares or debentures.

The arrears due on calls from every director.
Particular of any commission or brokerage paid to any director or manager.

– –

Annual General Meeting (Section 166-168)
• Company whether private or public , having a share capital or not, limited or unlimited must hold this meeting.


Must be held within eighteen months of incorporation.
There must be one meeting held in each calendar year.


Gap between 2 AGM’s should not be more than 15 months.
The maximum gap may be extended by three months with the permission of the Registrar of companies.

Annual General Meeting (Section 166-168)
• Day and Hour of meeting – It should not be a public holiday. – During business hours. – At registered office of the company, or at some other place where registered office is situated.

Business to be transacted – Ordinary Business – Special Business What to do when annual accounts are not ready?
– – – – Adjournment of AGM Subsequent date of meeting Statutory obligation of Directors to hold the meeting. Period of adjournment can be explained by Section 166

Annual General Meeting (Section 166-168)

Notice
• Company must give 21 days notice to all members and the auditor. • It should specify the place and the day and hour of the meeting and shall contain a statement of business to be transacted. • If not specified the meeting will be invalid .

Annual General Meeting (Section 166-168)
Default in holding the meeting (Section-168) a) Company law Board may on the application of any member call the meeting. If still the company fails to hold the meeting then every officer who is in default shall be fined Rs 50,000 and in case of continuance of default Rs 2,500 per day during it’s continuance.

b)

Extraordinary General Meeting (Section-169)
Legal provisions as regards such meetings :

Convened for transacting some special business which may have arrived between two AGM’s.
Who may call ? a) By the directors. b) By the directors on requisition. c) By the requisitionists himself. d) By the Company Law Board.

Extraordinary General Meeting
• Every general meeting (i.e. meeting of members of the company) other than the statutory meeting and the annual general meeting or any adjournment thereof, is an extraordinary general meeting • Meeting is usually called by the Board of Directors for some urgent business which cannot wait to be decided till the next AGM. Every business transacted at such a meeting is special business.

• The Articles of Association of a Company may contain provisions for convening an extraordinary general meeting.

Extraordinary General Meeting on Requisition
• The members of a company have the right to require the calling of an extraordinary general meeting by the directors. • Required to do so by the following number of members :1. Members of the company holding at the date of making the demand for an EGM not less than one-tenth of such of the voting rights in regard to the matter to be discussed at the meeting ; or 2. If the company has no share capital, the members representing not less than one-tenth of the total voting rights at that date in regard to the said matter.

Power of Company Law Board to Order Calling of Extraordinary General Meeting :
• On its own motion • On the application of any director of the company, or • Of any member of the company, who would be entitled to vote at the meeting, order a meeting to be called and conducted as the Company Law Board thinks fit, and may also give such other ancillary and consequential directions as it thinks fit expedient.

A meeting so called and conducted shall be deemed to be a meeting of the company duly called and conducted.

Class Meetings (Section-107)
When it is proposed to • Alter, vary or affect the rights of particular class of shareholders, and • It is not possible to obtain the consent in writing ,of the holders of 3/4th of the issued shares of that class , a meeting of such holders may be called.

General Meetings
Notice of the Meeting
• Every member is entitled to a notice of every general meeting.

• A notice of not less than 21 days must be given in writing to:
– – – – Every member; Legal representative of a deceased member; Official receiver or assignee of institution member; Auditors of the company

General Meetings
Agenda of the meeting : • Important points to be kept in mind in drafting the agenda: • The agenda should be clear and explicit; – It should be drafted in a summary manner; – All items of routine business should be put down first and the contentious matters later; – All items of similar nature should be placed in continuous order.

Proxy (Section 176):
Every member entitled to attend and vote has the right to appoint another person (member or not) to attend and vote for him. Following points are to be noted: a) A proxy has no right to speak at the meeting; b) A proxy need not be a member of the company; c) Instrument appointing a proxy must be in writing and signed by the appointer; d) Proxy form must bear the date of the meeting; e) No compulsion on anyone to lodge proxies earlier than 48 hours before the meeting. f) A proxy may be revoked before the person appointed has voted. g) A proxy cannot vote against the wishes of his appointer.

Quorum of meeting
It is the minimum number of persons whose presence is necessary for the transaction of business. Important points are:  The quorum is set by articles of the company, bye-laws and the rules of association or society.  Any resolution passed without a quorum is invalid.  Public Company- Quorum is five person personally present. ( Section 174)  Private Company- two members personally present. ( Section 174).  If quorum not present within ½ hour ,the meeting to be adjourned to same day next week at the same time.

Voting
All meetings may not end up in all members being unanimous. In such a case voting is used in the following formats: • • • • • • By acclamation By Voice Vote By Division By Show of Hands By Ballot By Poll

Rules in Voting
The following rules exist in Companies Act , 1956 regarding to voting:


Every holder of equity share has a right to vote .
This right to vote cannot be prohibited on grounds of not holding the shares for a specified period of time. A preferential shareholder can vote only in those meeting whose resolutions directly affect rights attached to his preferential shares. Voting to be done by show of hands in the first instance and majority is to calculated on ¾ of the votes casted.

Rules in Voting
Demand for a poll can be made by: Shareholder or a proxy, in case of public company. By one person or proxy, in case of private limited company. By one person or proxy , having one tenth of voting power , in case of any other company.