Statutory Meeting

1. A company Ltd. by Shares

A company Ltd. By guarantee and having a
share capital shall hold its first general meeting
within 6 months from the date the company is
entitled to commence business.

Note: A private company is not required to

hold such a meeting. Such a meeting cannot be
called within a period of one month from the
date of commencement of business.
2. Contents of statutory report
i. Total number of shares allotted;
ii. Cash received against shares;
iii. Summary of Receipts and Payments;
iv. Particulars about directors and auditors;
v. Particulars about any contract which is to be
submitted to the meeting for its approval;
vi. The extent to which any underwriting contract has
not been carried;
vii. The call money lue from every director,
manager.
Viii. Particulars of any commission or brokerage relating to
the issue of shares and debentures paid to director /
manager.

3. Certification of the report

a. To be certified by at least 2 directors one of them shall be

a managing director, if there is one.
b. To be certified by the auditors as to
i. total shares allotted;
ii. cash received by the company,
iii. Summary of receipts and payments.
4. Default

In case of default, every director or officer in

default shall be punishable with five which
may extend to Rs. 5,000. If default is made

i. In delivery the statutory report to the

Registrar
ii. In holding the statutory meeting
Extraordinary general meeting
1. An extraordinary general meeting is called
for transacting some urgent or special
business which needs to be transacted before
the next annual general meeting.

2. May be called by
a. Board of directors on its own;
b. Board on the requisition of members;
d. National Company law Tribunal (NCLT)

3. The meeting can be called by directors to

do business like – issue of rights shares
increase in the remuneration of directors.
4. The Board shall on the requisition of a
specified number of members,
a. proceed to call EOGM
b. The requisition shall be deposited at the
registered office of the company.
d. The meeting shall be held within 45 days
from the date of deposit of the requisition.

5. if the Board of directors fails to call a

meeting, the same may be called by the
requisitionists in the same manner in which
meetings are called by the board of Directors.

The meeting shall not be called after the

expiry of 3 months from the date of deposit of
6. If for any reason it is impracticable for a
company to call, hold or conduct an EOGM,
NCLT may either on its own or on the
application of any director or member call
such a meeting.
Annual General Meeting

Duration
a) To be held every year
b) To be held within 15 months from the date of
last AGM.
c) First AGM within 18 months from certificate
of incorporation
d) ROC may extend this period.
Time and Place
a) To be held during business hours – not
defined –
10 to 5
9 to 6
b) To be held on a day not a public holiday; as
explained under Negotiable Instruments Act,
1881.
c) To be held at the registered office or within
Business Agenda
a) Adoption of annual accounts;
b) Declaration of Dividend (Recommended by
Directors);
c) Appointment of Directors in place of those
retiring;
d) Appointment of auditors and the fixing of
their remuneration
Note: Special business at AGM refers to items
Length of Notice
a) The Notice must give a clear cut 21 days
period.

Note: The term clear cut excludes:

i) The day of notice;
ii) 48 hours for service of notice
iii) The day of meeting
Incomplete Books of Accounts

Annual General Meeting has to be called even

where the company did not function during
the year / where accounts are not ready for
being placed before the AGM.
Defaulters
If a company fails to hold an AGM.
a. any member can apply to Central Govt.
b. the company and every officer in default
shall be punishable with five.

Note : The term 'officer in default' includes

a. the managing director,
b. the whole time director,
Penalty

If default is made by a company in either

holding an annual general meeting or in
complying within any direction of Central
Government, the company and every officer
in default shall be punishable with:

a. fine upto Rs. 50,000 and

Quorum
1. Quorum means the minimum no. of
persons who must be present in person in
order to form a valid meeting.
2. If the Articles do not apply for larger
quorum, the following rules apply:
Minimum No.
(i) 5 members personally present for a public
Co. and 2 for a private company.
Meeting Called by Members
(ii) If within half an hour from the time fixed
for the meeting, a quorum is not present,
the meeting if called by the requisition of
members, shall stand dissolved.

Meeting Called otherwise

(iii) In any other case, the meeting is
adjourned to some day in the next week, at
the same time and place or to some other
No. at the adjourned Meeting
(iv) If at the adjourned meeting, a quorum is
not present within half an hour from the
time fixed for the meeting, the members
present shall be the quorum.

3. One person quorum : One person cannot

form a quorum, but there are circumstances
where presence of one person shall
Class Meeting
i. Where there is a class meeting of
shareholders and all the shares of that class
are held by one person
AGM called by Central Government
ii. Where the central Govt. calls or directs the
calling of an AGM, it has the power to direct
that one member present big proxy or in
person shall constitute the quorum.
EOGM Called by NCLT
Committee of Board
iv. Where the Board of Directors delegates
any of its powers to a committee, the
committee may consist of one person. In
such a case, that person shall form the
quorum.

No. at the adjourned meeting

v. If at the adjourned meeting also a quorum is
not present within half an hour of the time of
PROXY

Double Meaning

i. A proxy may mean a proxy form and a duly

appointed agent.

Proxy – Member
ii. A proxy may or may not be a member of
the company but he shall not have any right to
Written Proxy
iii.A proxy shall be in writing and shall by
signed by the member.
iv. A proxy shall be deposited within the Co.
48 hours before the meeting.

Deposit of Proxy
Any provision in the Articles of a public Co.
which requires a period longer than 48 hours
for depositing a proxy shall have effect as if
Status of Proxy
v. Unless the Articles otherwise provide:
a. A proxy can vote only on a poll.
b. A member of a private company cannot
appoint more than one proxy to attend on the
same occasion.
c. A member of a company not having a share
capital cannot appoint a proxy.
Can be revoked
vi. A proxy can be revoked at any time before
it has voted.

Effect of death on proxy

vii.The death or insanity of a shareholder after
he has attended the proxy shall not revoke
the authority of the proxy, until the
company has notice of death or insanity.
To be highlighted in the notice

viii. Every notice calling a meeting of a

company shall mention with reasonable
prominence that a member can appoint a
proxy and that a proxy need not be a
member.
Inspection of Proxies

ix. A member is entitled to inspect the proxies

lodged at any time during the business
hours of the company. This can be done
any time during the period beginning 24
hours before the meeting and till the
conclusion of the meeting. A 3 days' notice
for the inspection of the proxies is required
to be given to the company.