What is a meeting

Two

or more people come together for the purpose of discussing a (usually) predetermined topic such as business or community event planning, often in a formal setting.

TYPES OF MEETINGS

GENERAL MEETINGS.
CLASS MEETINGS

MEETINGS OF CREDITORS & HOLDERS.

DEBENTURE-

During the lifetime of the company and At the time of winding up of the company

MEETINGS OF DIRECTORS.

GENERAL MEETINGS

Statutory meetings. Annual general meetings.

Extraordinary meetings.

STATUTORY MEETING

Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than six months from the date at which the company is entitled to commence business, hold a general meeting of members of the company. Purpose:- Acquaint shareholders of company progress since incorporation. This is the first meeting of the shareholders of a public company and is held only once in the life time of a company

STATUTORY REPORT The Board Of Directors shall, at least 21 days before the day on which the meeting is to be held , forward a report , called the Statutory Report to every member of the company.

CONTENTS OF STATUTORY REPORT

Total number of shares allotted. Cash received. Abstract of receipts and payments. Directors and auditors. Contracts. Underwriting contract. Arrears of calls. Commission and brokerage CERTIFICATION OF REPORT : It should be certified as correct by not less than 2 directors of the company

COPY TO BE SENT TO THE REGISTRAR

PROCEDURE AT THE MEETING

List of members. Discussion of matters relating to formational aspect. Adjournment.

CONSEQUENCES OF THE DEFAULT : In default is made in complying with the provision of sec.165, every director or any other officer of the company who is in default shall be punishable with a fine which may extend to Rs. 5000.

ANNUAL GENERAL MEETING Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting. There shall not be an interval of more than 15 months between one annual general meeting and the next. A company may hold its first annual general meeting within a period of 18 months from the date of its incorporation. The registrar may, for any special reason, extend the time for holding any annual general meeting by a period not exceeding 3 months.

TIME & PLACE OF THE MEETING :

Every

annual general meeting shall be called during business hours on a day that is not a public holiday. It shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. 21 days notice (sec 171). A general meeting of a company may be called by giving not less than 21 days notice in writing

CONSEQUENCES OF FAILURE TO HOLD ANNUAL GENERAL MEETING: @ any member can apply, under sec. 167, to the Company Law Board for calling the meeting. @ the company and every officer who is in default shall be punishable with fine. POWER OF TRIBUNAL (Company Law Board) TO CALL ANNUAL GENERAL MEETING : (sec. 167) The Tribunal may call, or direct the calling of, a general meeting of the company.

IMPORTANCE OF ANNUAL GENERAL MEETING:

It is only at the annual general meeting of a company that the shareholders can exercise any control over the affairs of the company. They can confront the directors, their elected representatives, at least once a year. They also get an opportunity to discuss the affairs and review the working of the company. Appointment of the auditors is also made at the annual general meeting. Annual accounts are presented for consideration of shareholders and dividends are declared in the annual general meeting.

EXTRAORDINARY GENERAL MEETING:

It is called for transacting some urgent or special business which cannot be postponed till the next annual general meeting. It may be convened by the board of directors on its own or on the requisition of the members

by the requisitionists themselves on the failure of board of directors to call the meeting.

EXTRAORDINARY MEETING CONVENED BY THE BOARD OF DIRECTORS

(a) On its own. The board of directors may call an extraordinary general meeting whenever some special business is to be transacted, which in the opinion of Board of directors cannot be postponed till the next annual general meeting. Some of the examples of such a business are: (i) Issue of right shares. (ii) Increase in the remuneration of managing director. (b) On requisition of members: The requisition for such a meeting by the members shall be signed(i) In the case of a company having a share capital, by holders of not less than 1/10 of the paid-up capital of the company having the right of voting in regard to matter of requisition; or (ii) In the case of a company not having a share capital, by members representing not less than 1/10 of total voting power in regard to matter of requisition. The Board shall proceed to call a meeting within 21 days from the date of deposit of a valid requisition. The meeting shall be held within 45 days from the date of deposit of the requisition.

(2) EXTRAORDINARY MEETING CONVENED BY THE REQUISITIONISTS :

Every shareholder has a right to requisition an extraordinary general meeting. He is not bound to disclose the reasons for the resolutions to be proposed at the meeting. If the board of directors fail to call a meeting as required by the requisition, the meeting may be called(a) by the requisitionists themselves; (b) in the case of a company having a share capital, by such of requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than 1/10 of the paid-up share capital of the company having the right of voting, whichever is less ;or (ii) In the case of a company not having a share capital , by the requisitionists representing not less than 1/10th of the total voting power of all the members of the company. Power of tribunal to order meeting. (sec. 186) Either on its own or on the application of the director of the company or of any member of the company who would be entitled to vote at the meeting.

REQUISITES OF A VALID MEETING :

Proper authority to convene the meeting: Either board or members of the Company Law Board. 2. Notice of the meeting: Length of the meeting: not less than 21 days notice in writing to the members. It may be called less than 21 days if it is so agreed1) In the case of an annual general meeting, by all the members entitled to vote there at. 2) In the case of any other meeting of a company having a share capital, by members holding not less than 95% of the paid-up capital as gives a right to vote, and in a company not having share capital , by members having not less than 95% of the voting power exercisable at the meeting. Notice to whom: 1) every member of the company entitled to vote ; 2) The persons on whom the shares of any deceased or insolvent members may have devolved ; and 3) The auditor or auditors of the company.
1.

REQUISITES OF A VALID MEETING :

Contents of the notice: place, day, hour of the meeting. It also contains a statement of the transacted at the meeting.

3. Quorum for meeting: 1) 5 members personally present in the case of a public company, and 2 in case of any other company. 2) If within half an hour a quorum is not present, the meeting , if called upon the requisition of members , shall stand dissolved . 3) If at the adjourned meeting also, a quorum is not present within half an hour , the members present 4) Chairman of the meeting 5) Minutes of meeting.
Signing of minutes

PROXIES: (sec 176) : A member entitled to attend and vote at a meeting may vote either in person or by proxy. A proxy is an authority to represent and vote for another person at a meeting. If the Articles do not otherwise provide1) A proxy can vote only on a poll. 2) A member of a private company cannot appoint more than one proxy to attend on the same occasion. 3) A member of a company not having a share capital cannot appoint a proxy. It is to be in writing. It is to be deposited 48 hours before the meeting. VOTING & POLL : voting may be : 1) by show of hands 2)by taking a poll.

RESOLUTIONS

The questions which generally come for consideration at the general meeting of a company are presented in the form of proposals called motions. A motion may be proposed by the chairman of the meeting or by any other member of the company Before it is placed before the meeting by the chairman for discussion, it must be seconded by someone. The motion after the close of discussion, if formally put to vote by a show of hands. It may either be carried or rejected. If a sufficient number of members demand, the motion may be put to poll. The final result is declared after the poll is taken. If a motion is carried, it becomes a resolution.

KINDS OF RESOLUTIONS
Ordinary resolution (sec 189[1]) : It is a resolution passed at the general meeting of the company by a simple majority of votes including casting of vote of the chairman if any. It is required : Rectification of name or adoption of new name by a company where it resembles the name of an existing company with previous approval of the Central Government (sec 22[1][a]). Issue of shares at discount (sec.79[2]). Alteration of share capital (sec. 94[2]). Re-issue of redeemed debentures. (sec. 121). Adoption of statutory report. (sec. 165)
1)

SPECIAL RESOLUTION
A special resolution is one which satisfies the following conditions : (a) The intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting. (b) The notice has been duly given of the general meeting. (c) The votes cast in favor of the resolution by members entitled to vote are not less than 3 times the number of votes cast against the resolution by members so entitled and voting. A copy of every special resolution together with the copy of the explanatory statement., shall, within 30 days of the passing of the resolution , be filed with the registrar.

SPECIAL RESOLUTION
When is a special resolution required Alteration of MOA for changing the place of registered office, objects clause. Change of name of the company with the consent of the Central Government. (sec. 21) Omission or addition of the word Private from, or to, the name of the company. Change of name of a charitable or other non-profit company by omitting the word or words Limited or Private Limited (sec. 25[3]) Alteration of Articles of company. Reduction of share capital.

3. Resolution requiring a special notice:

Appointment of an auditor other than the retiring ones Provision that a retiring auditor shall not be re-appointed. Removal of a director before the expiry of his period . Appointment of a director in the place of one who is removed .