Meetings and Proceedings

Section B - Group 5

Agenda
General Meetings of Shareholders
Statutory Meeting Annual General Meeting Extraordinary General Meeting

Requisites of a Valid Meeting

Proper Authority Notice of Meeting Quorum for Meeting Chairman of Meeting Minutes of Meeting

Proxies Voting and Poll Resolutions

Ordinary Resolution Special Resolution Resolutions requiring a special notice

General Meeting

1. Statutory Meeting
Every Company having a share capital shall, within a period of not less than one month nor more than six months from the date of which the company is entitled to commence business hold a general meeting of the members of the company The first meeting of the shareholders

Held only once in the lifetime of a company

Statutory Report: The board of directors forward a report before atleast 21 days before the day on which the meeting is to be held

Procedure at the meeting 1. List of Members 2. Discussion of matters relating to formational aspect 3. Adjournment

Contents of the Statutory Report

Underwriting Contract Arrears of Calls Contracts

Commission and Brokerage

Statutory Report
Abstract of receipts and payments Cash Received

Directors and Auditors

Total Shares Allotted

2. Annual General Meeting

Interval between Two AGMs < 15 months First AGM should be held within 18 months of date of incorporation Time and place: Business hours at the registered office or any other place within the city where registered office is located 21 days notice in writing Power of Company Law Board to call AGM Shareholders can exercise control over the affairs of the company Annual Accounts are presented and dividends are declared during the AGM

3. Extraordinary General Meeting

Extraordinary meeting convened by the Board of Directors
On its own On Requisition of the members

Extraordinary meeting convened by the requisitionists

To be held three months within the date of deposit of requisition Requisitionists holding not less than 1/10th of the total voting power or paid-up share capital of the company

Power of the Company Law Board to order meeting (Sec 186)

Requisites of a valid meeting

Proper Authority
Board of Directors Resolution to be passed by the Board to call a general meeting If the Directors do not call the meeting, the members or the Company Law Board may call the meeting

Quorum for meeting Notice of Meeting

1. Length of the notice - 5 members for a public company and 2 for any other company - Meeting dissolved if quorum is not present within half an hour Quorum to be present at the time when the meeting proceeds to transact business

Minutes of the meeting Minutes of proceedings Chairman of meeting

Presiding officer of the meeting Conduct of the meeting

2. Notice to Whom
Omission to give notice Contents of notice Ordinary Business and Special Business

Minute Book

Numbering of pages
Signing of minutes Fair and Correct Summary Evidentiary value of minutes

PROXIES
Member of a company not having a share capital cannot appoint a proxy

Authority to represent and vote for another person at a meeting

Also an instrument appointing a person as a proxy

PROXY

Member of a private company can not appoint more than one proxy to attend on the same occasion

Can vote only on a poll

Proxy should be in writing, signed by appointer/ his duly authorised attorney

It should be deposited 48 hours before the meeting in order to be effective

VOTING AND POLL

Vote is a right of property and prima facie may be exercised as shareholder thinks fit in his own interest, not bound to exercise it in the best interests of the company.

Voting by show of hands

(sec. 177 & 178)
At any general meeting motions put to vote are in the first instance decided by show of hands unless a poll is demanded. The duty of chairman is to count the hands raised and declare the result accordingly Proxies can not be used on a show of hand. A declaration by the chairman as evidenced by an entry in the minute books shall be conclusive evidence of the fact that a resolution has on a show of hands been created Voting wise show of hands may not effectively reflect the interests of the members of a company

Voting by poll
(Sec. 179)
Before or on the declaration of the result of voting on any motion on a show of hands, a poll may be taken by the chairman of the meeting on his own accord, taken on a demand made in that behalf by the persons specified a) In the case of a public company having a share capital it can be taken by any member in present in person or by proxy b) In the case of a public company having a share capital it can be taken by one member having the right to vote on the resolution and present in person or by proxy if not more than seven such members are personally present and by two such members present in person or by proxy if more than 7 such members are personally present c) In the case of any other company a poll shall be taken on demand by any member present in person or by proxy and having not less than one by tenth of the total voting power in respect of the resolution A poll demanded on a question of adjournment or appointment of a chairman shall be taken forthwith. In any other case a poll shall be taken within 48 hours of the demand for poll

RESOLUTIONS
The motion, after the close of discussion, is formally put to vote by a show of hands. It may either be carried or rejected. If a motion is carried it becomes a resolution

Ordinary Resolution
It is a resolution passed at a general meeting of a company by a simple majority of votes including the casting vote of the chairman if any. The votes may be cast by members in person or by proxy , where proxies are allowed

Special resolution
A special resolution are one which satisfies following conditions The intention to propose the resolution as a special resolution has been duly specified The notice has been duly given of the general meeting The votes cast in favor of the resolution by members entitled to vote are not less than three times the number of votes cast against the resolution by members so entitled and voting An explanatory statement setting out all material facts concerning the subject matter of the special resolution

Resolutions Requiring Special Notice

It is not an independent class of resolutions. It is only a different kind of ordinary resolution of which the notice of the intention to move resolution has to be given to the company by the proposer. The notice shall be given not less than 14 days before the meeting at which the resolution is to be moved exclusive of the day on which the notice is served or deemed to be served and the day of the meeting