COMPANY MEETINGS

-KAVITA ARORA

COMPANY MEETIGS
Any gathering, assembly or coming together of two or more persons for the transaction of some lawful business of common concern is called meeting. A concurrence or coming together of atleast a quorum* of members by previous notice or mutual agreement for transacting business for a common interest is a meeting. *Quorum= Min. no. of persons required to personally present for a valid meeting

COMPANY MEETIGS
Characteristics of meeting:
Two or more persons required(except if otherwise provided) For some lawful business Notice pre-requisition for intimation Specified date, place and time Companys meetings governed by provisions of cos act, 1956

COMPANY MEETIGS

Company's Meetings

Shareholders meetings

BOD Meeting

Creditors' meeting

Debentureholders' meeting

Statutory meeting

Annual general meeting

Extarordinary general meeting

Class meeting

COMPANY MEETIGS
A). Shareholders meetings: 1. Statutory meeting: Called only once in lifetime of the co. Mandatory for Co. Ltd. by shares or Co.Ltd. by guarantee having share capital Deals with sources of capital and its utilisation Appointment & Remuneration of various persons

STATUTORY MEETING
According to Section 165 of Co s act 1956 Every co limited by shares and every co, limited by guarantee and having share capital, shall, within a period of not less than one month and not more than six moths from the date at which the co. is entitled to commence business, hold a general meeting of the members of the , company, which shall be called the statutory meeting.

OBJECT OF STATUTORY MEETINGS

To discuss the success of the flotation and To approve any modification in the contracts specified in the prospectus,if need arises.

STATUTORY MEETING
Legal Provisions regarding the Statutory meeting: Statutory report Certification of Report Filing of report with ROC Procedure of meeting Consequences for not calling Statutory meeting

STATUTORY MEETING
Statutory report: The BOD must, before the 21 days of the statutory meeting forward a Statutory report to each and every member of the co.(It shall be deemed to be forwarded later than such period, if all the members entitled to attend and vote at the meeting agreed on it)

STATUTORY REPORT: CONTENTS

Contents of Statutory report - Total no. of shares allotted(in cash or otherwise) - Cash received - Names, addresses and occupations of Directors, Managing agents, secretary. treasurer and Auditors of co. - Contracts and modifications thereon for approval - Arrears from director or manager - Commission of Brokerage on shares or debentures

STATUTORY MEETING
Certification of Report: Certified by at least two directors, one of them must be MD, if any. If the shares are allotted by the co. certificate of auditor regarding receipts and payments of such Filing of report with ROC: After sending copies to the members its mandatory to file report to ROC

STATUTORY MEETING
Procedure of meeting - Preparation of list of members - Members are free to discuss any issue related to incorporation - Resolutions cannot be passed without the prior notice - May be adjourned from time to time

STATUTORY MEETING
Consequences for not calling Statutory meeting: - Either holding statutory meeting or sending statutory report - Every officer in default punishable with a fine upto the extent of Rs. 5000(Sec 165) - Court may order for winding up(Sec 433) - Court may order for holding meeting and submission of statutory report(Sec 443)

Companies need not have a statutory meeting

A private company
An unlimited company A company limited by guarantee and not having a share capital.

ANNUAL GENERAL MEETING

Meaning: Every co. must hold in each year, in addition to any other meetings, a general meeting of its members, which is called the cos AGM Who can call AGM: In normal case, by company In special circumstances, by Central government

ANNUAL GENERAL MEETING

Features of AGM: Mandatory for both private and public co. At least once in a year To appraise financial performance and position Declaration of dividend To present Directors and Auditors report

AGM: Its Purpose

Business of the AGM: 1. General Business 2. Special Business

AGM: Its Purpose

1. General Business: To discuss the Final accounts of the co. To discuss the Directors and Auditors report of the last year To declare the dividend for the year To appoint the directors in place of those who retired by rotation Appointment and reappointment of auditors

AGM: Its Purpose

2. Special Business: Any other business besides what is normally conducted in the meeting is called the special business i.e. Increasing the cos authorised share capital Altering the AOA Appointment, reappointment and remuneration of directors

AGM: Statutory provisions

1. Time interval for calling the AGM 2. Notice and place of the meeting 3. Sending copies of B/S and Auditors report to members 4. Consequences for not calling the AGM

AGM: Statutory provisions

1. Time interval for calling the AGM: To call AGM in each and every year Not more than 15 months in between the two AGMs First AGM of co. within a period of not more than 18 months of the date of incorporation ROC may extend the period by 3months(except first AGM) Necessarily be called either the accounts are finalised or not(Even if the co. not operated for whole year)

AGM: Statutory provisions

2. Notice and place of the meeting: Not less than 21 days clear notice(short notice, if all the members entitled to vote consented on it) Time during the business hours, on a day which is not a public holiday Either at Registered office or at some other place within the same city in which Regd. Office situated A public co. may, by its AOA fix the date and time of AGM and by passing resolution in the first AGM regarding the subsequent AGMs

AGM: Statutory provisions

3. Sending copies of B/S and Auditors report to members: Copy of Balance sheet and auditors report to every member, debenture holder or trustees of such debenture holders At least 21 days before the date of meeting(if otherwise agreed) Fine of Rs.5000 on every officer in case of default

AGM: Statutory provisions

4. Consequences for not calling the AGM: Company law board call or direct to call an AGM(on receipt of application from any of the member) Here one man meeting also constitute a valid meeting Fine of Rs.50000 on co. or on every office, an additional fine of Rs. 2500 per day if the default continues

EXTRA ORDINARY GENERAL MEETING

Meaning: Any general meeting which is called during the period between its two consecutive annual general meetings When an Extraordinary General meeting called: To make an alteration in MOA or AOA To issue fresh debentures To increase, reduce or reorganise the cos share capital

EXTRA ORDINARY GENERAL MEETING

Who may call the Extraordinary general meeting: 1. By the directors 2. By the directors on requisition of the members 3. By the requisitionists themselves 4. By the CLB

EXTRA ORDINARY GENERAL MEETING

1. By the directors: If AOA authorised Resolution passed in director's meeting in this regard At least 21 days notice specifying date and place of the meeting

EXTRA ORDINARY GENERAL MEETING

2. By the directors on requisition of the members(169) Members can bind the directors for such a meeting Members having 10% of share capital or 10% of voting rights can ask for such The demand notice must bear the signatures and purpose of the meeting and served of Regd. Office of the co. Directors initiate the procedure within 21 days of the requisition and meeting should actually be held with in 45 days from the from the date of requisition

EXTRA ORDINARY GENERAL MEETING

3. By the requisitionists themselves: If directors fails to call the meeting with in the above said period Requisitionists may themselves convene a meeting within 3 months from the date of deposit of requisition Any reasonable expenses should be reimbursed by the BODs

EXTRA ORDINARY GENERAL MEETING

4. By the CLB: Suo motto or on the application of directors One member meeting either in person or proxy shall be deemed to constitute a meeting(186)

CLASS MEETINGS
Class meetings(106)_ When the co. having different classes of shares To alter or define the rights and obligations of class of shareholders e.g. conversion of preference into equity Alterations upto defined in AOA or MOA Passed by special resolution

BOARD OF DIRECTORS MEETING

Except for the issues on which the decisionmaking right rests with the shareholders, all matters of the co. are dealt with in the meetings of its Board of Directors

BOARD OF DIRECTORS MEETING

Meetings of directors classified as: 1. Meetings of BODs 2. Meetings of Directors committees

BOARD OF DIRECTORS MEETING

1. Meeting of Board of Directors Statutory provisions regarding directors meetings: Power to convene the meeting Frequency of the meetings Notice and Agenda of the meeting Quorum Chairman of the meeting Business/Procedure during the meeting Minutes

BOARD OF DIRECTORS MEETING

Power to convene the meeting: Any of the director can request the Managing director or Chairman to convene the meeting. As a general rule, the MD or the Chairman directs the company secretary to call the meeting

BOARD OF DIRECTORS MEETING

Frequency of calling the meeting: As and when required Weekly, Monthly or shorter than that Every co. shall call and held BODs meeting at least once in every three months and at least four such meeting shall be held in a year(Section 285)

BOARD OF DIRECTORS MEETING

Notice and Agenda of the meeting: Mandatory to send written notice to each and every director resident in India by Regd. Post Place, date and time mentioned in such a notice No need of notice, if Place, date and time already mentioned in AOA Validity of the meeting challenged in case of default in sending the notice No legal necessity to send the agenda alongwith notice, but in practice it is sent

BOARD OF DIRECTORS MEETING

Quorum of the meeting: Defined in AOA, otherwise 1/3 of the total strength or 2 directors, whichever is higher(287) In case of absence of valid Quorum, deemed to be adjourned on next week on same day, place and time(288) If directors having interest in the contracts under considerations, then they shall be excluded from discussion as well as from quorum

BOARD OF DIRECTORS MEETING

Chairman of the meeting: Every meeting shall be presided by one chairman Either elected by company or by the directors in the meeting

BOARD OF DIRECTORS MEETING

Business/Procedure during the meeting: Issue and allotment of shares Forfeiture and re-issue of shares Calling meeting of shareholders Declaration of dividend Making contracts with third parties Chairman has a right of casting vote, in case of equal votes in favour and against any resolution

BOARD OF DIRECTORS MEETING

Minutes: Summary of the proceedings of the meeting Minutes shall be made within 30 days of the meeting Each page of the minute book shall be consecutively numbered and signed

BOARD OF DIRECTORS MEETING

2. Meetings of directors committees Permanent committees like Remuneration committee, investors grievance committee etc. Temporary committees, are formed for the matters which are time being important for the co. and committees recommendations considered by the Board for decision meeting

CREDITORS MEETINGS
A creditors meeting, is in fact not a cos meeting because such a meeting is organised by creditors Called to settle the suit between the Creditors and co. To get the creditors consent in Amalgamation and reorganisation of the co. To get creditors consent at the time of Amalgamation of the co.

DEBENTURE HOLDERS MEETING

Rules regarding conduct printed on reverse of the debenture certificates Called for alteration of the repayment schedule Also called when the rights of the debenture-holders altered