A meeting may be generally defined as gathering or assembling or getting together of number of persons for transacting any lawful business

There must be at least 2 people to constitute a valid meeting Company meeting must be convened & held in perfect compliance with companies act

COMPANY MEETINGS

MEETING OF COMMITTEE BOARD

BOARD MEETING

SHAREHOLDERS MEETING

MEETING OF DEBENTURE HOLDERS

MEETING OF CREDITORS

MEETING OF CREDITORS & CONTRIBUTO RIES

STATUTORY MEETING

AGM

EGM

CLASS MEETING

The first meeting of the shareholders of a public company is known as a Statutory meeting

U/S 165 of the Companies Act the following Companies are required to hold a Statutory meeting once in the life time of the Company 1.A Public Company with Share Capital 2.A Public Company limited by guarantee having Share Capital

Period within which Statutory meeting is held:After one month and within 6 months from the date of certificate of commencement of business.

The directors are required to send notice of the meeting to every member of the company at least 21 clear days before the date of the meeting stating that it is the statutory meeting of the company

To acquaint shareholders of the progress of the company since incorporation

To discuss matters arising out of promotion & formation of the company

Report must be certified as correct by at least 2 directors, one of whom shall be a M.D, where there is one
Report must be certified as correct by the auditors of the company

A copy of this report must be filed with registrar for registration

A Statutory report must set out The total number of shares issued, distinguishing shares as fully paid up or partly paid The total amount of cash received in respect of total shares allotted The names, addresses & occupation of the companys directors, auditors, M.D, manager & secretary of the company The particulars of any contract & modification of any contract to be submitted to the meeting for approval

A Statutory report must set out The particulars of any commission or brokerage paid or to be paid to directors and the manager in connection with the sale of shares or debentures of the company

The details of arrears, if any, due from directors , M.D. or manager

The extent to which the underwriting contract has not been carried out and reasons therefore

 The Board shall place at the meeting a list showing the names, addresses & occupation of the members of the company and the number of shares held by them respectively The members present may discuss any matter relating to the formation of the company or arising out of the statutory report but no resolution can be passed unless notice has been given

 Default in complying with the provisions shall make every director or other officer of the company liable to a fine of upto five thousand rupees The Registrar or a contributory may file a petition for the winding up of the company if default is made in delivering the statutory report to the Registrar or in holding the statutory meeting on or after 14 days after the last date on which the statutory meeting ought to have been held.

 Must be held by every type of company, public or private, limited by shares or by guarantee, with or without share capital or unlimited company, once a year. Every company must in each year hold an annual general meeting. Not more than 15 months must elapse between two annual general meetings.

 However, a company may hold its first annual general meeting within 18 months from the date of its incorporation

In such a case, it need not hold any annual general meeting in the year of its incorporation as well as in the following year

The following matters constitute ordinary business at an AGM :Consideration of annual accounts, directors report and the auditors report Declaration of dividend Appointment of directors in the place of those retiring Appointment of and the fixing of the remuneration of the statutory auditors All other matters and business to be discussed at the AGM are special business.

If any special business is to be transacted, the notice convening the meeting must contain a statement setting out all facts concerning each such item of business, including the nature and extent of interest of every director or manager in it

 The second AGM shall be held at the earliest of the following dates: Six months from the close of the financial year. Within 15 months from the previous AGM Last date of the calendar year

 Time & Place of Meeting (Sec. 166(2) )

AGM must be held 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

The meeting should be held during business hours on a day which is not a public holiday

 Adjourned AGM on a public holiday

The Department of Company Affairs has clarified that there is no contravention of Sec. 166(2) if an adjourned AGM, comes to be accidentally held on a public holiday
Notice At least 21 days written notice must be given to members for calling an AGM However, such a meeting may be called with shorter notice if it is agreed to by all the members entitled to vote in the meeting

 Default in complying with the provisions shall make every director or other officer of the company liable to a fine which may extend to Rs. 50,000 In case of continuing default, with a further fine which may extend to Rs. 2,500 per day If default is made in holding AGM, any member of the company may apply to NCLT NCLT may call or direct the calling of the meeting and give such directions for the purpose as it thinks fit

All general meetings of the company other than AGM & Statutory meeting are called EGM These meetings are called in emergencies or on special occasions EGM is called when it is necessary to transact certain business which cannot be postponed until the next AGM

 EGM is usually called for such purposes : Alteration of Memorandum & Articles of the company Increase or decrease of share capital or reorganisation of capital

 NOTICE The requisite notice for EGM is 21 days TIME & PLACE OF MEETING EGM may be held anytime, on any day including a public holiday and at a place other than the registered office of the company or even outside the city

 By Directors By directors on the requisition of shareholders By requisitioning shareholders By NCLT

Class meetings are meetings which are held by holders of a particular class of shares, e.g., preference shareholders. Such meetings are normally called when it is proposed to vary the rights of that particular class of shares Class meetings are held to pass resolution which will bind only the members of the class concerned, and only members of that class can attend and vote.

 All provisions pertaining to calling of a general meeting and its conduct apply to class meetings in like manner as they apply with respect to general meetings of the company

 Meetings of the directors are known as Board Meetings It is the most important as well as the most frequently held meeting of the company All important matters relating to the company and its policy are discussed and decided upon

 Frequency of Board Meeting Board meeting must be held once in at least three months At least four such meetings must be held in one year Central Govt. may exempt certain companies if they do not have enough work to justify expenditure on quarterly meetings

 Notice of the Board Meeting

The Companies Act does not specify any period of notice for Board meetings If the Articles provide a definite period of notice, the secretary must ensure the same In the absence of any provision, a reasonable notice must be given to enable directors to attend the meeting

 Notice of the Board Meeting

Sec 286 provides that the notice should of every meeting must be given in writing to every director for the time being in India and at the usual address in India to every other director It should state the date, time & place of the meeting Usually a weeks notice is considered sufficient Along with the notice a copy of the agenda is also sent (not mandatory)

 QUORUM
1/3rd of its total strength or 2, whichever is higher If a meeting cannot be held for want of quorum, it stands adjourned Where a meeting was called but could not be held, it shall be counted towards the minimum number of meetings which must be held in one year

Procedure where meeting is adjourned for want of quorum Sec 288

If a meeting can not be held for want of quorum, then, unless The articles so provide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place , or if that day is a public holiday till the next succeeding day which is not a public holiday, at the same time and place.

 CHAIRMAN

Every meeting of the board must have a Chairman to preside over it The Articles usually name the Chairman who shall preside over the Board Meeting If the Articles do not name the Chairman, the directors may elect & also determine a period for which he has to hold the office

 CHAIRMAN

If the Chairman is not present within 15 minutes, after the time appointed for holding the meeting, the directors may choose a new chairman out of those present
The Chairman of the Board presides also at general meetings & is referred to as the chairman of the company

 RESOLUTION BY CIRCULATION

Generally decisions are taken by directors by passing resolutions in meetings But if it is not possible to hold meeting, the Board may pass a resolution by circulation

 RESOLUTION BY CIRCULATION Sec 289

No resolution shall be deemed to have been passed by circulation unless The resolution has been circulated in draft together with the necessary papers among all directors present in India The number of directors among whom it is circulated must not be less than the quorum fixed for the board meeting It has been approved by a majority who are entitled to vote on the resolution

RESOLUTIONS AT MEETINGS ONLY Following powers must be exercised by the company only by means of resolution passed at the meeting of the board The power to make calls The power to issue debentures The power to borrow money The power to invest the funds of the company The power to make loans Contd..

RESOLUTIONS AT MEETINGS ONLY The power to fill up a casual vacancy The power to accord consent to a director to enter into certain contracts with the company The power to appoint any person as M.D who is already the M.D or Manager of another company The power to invest in shares & debentures of another company

 VOTING Matters discussed at the Board meeting must be decided by a simple majority (unless Articles provide otherwise)

In case of equality of votes the Chairman will have the second or casting vote However, the Act requires the unanimous consent of all the directors in certain matters

 VALIDITY OF ACTS OF DIRECTORS Acts committed by a director are valid No act of the director will be held valid after his appointment has been shown to the company as invalid

 Such meetings are held in accordance with rules & regulations that are in trust deed endorsed on the debenture like Notice Appointment of chairman of meeting Passing the resolution Quorum etc. These meetings are called time to time where interest of the debenture holders are involved. case of winding up or amalgamation reconstruction of a company)

the or

the (In or

 Such meetings are held when the company has gone into liquidation these meetings are held to ascertain the total amount due by the company to its creditors To appoint liquidators to wind up the affairs of the company or To appoint a committee of inspection

 These meetings are called when the company proposes to make arrangement with its creditors

Proper Authority Proper Notice Quorum Chairman Minutes

 PROPER AUTHORITY A general meeting of the shareholders of the company may be convened by the following : By the Board of Directors By Directors on the requisition of shareholders By NCLT

 NOTICE Notice is an advance intimation of a meeting so as to give the person receiving it an opportunity to prepare himself for it LENGTH OF NOTICE CONTENTS OF NOTICE

ORDINARY BUSINESS SPECIAL BUSINESS

 PERSON ENTITLED TO NOTICE MODE OF GIVING NOTICE OMISSION TO GIVE NOTICE

NOTICE OF AN ADJOURNED MEETING

 QUORUM Quorum for general meetings Proxy not to be counted Joint holders as single member Representative as members One member cannot constitute a meeting Exceptions

 CHAIRMAN APPOINTMENT DUTIES He must act in the interest of the company He must ensure that the meeting is properly convened He must see that the order is maintained in meeting He must ensure that the provisions of the Act & Articles are observed He must ensure that motions & amendments are in order & within the scope of the meeting

POWERS
To decide on the priority of speakers To expel any unruly member To adjourn the meeting To demand poll To sign and date the proceedings of the meeting

PROXY
APPOINTMENT OF PROXY & HIS RIGHTS Any member of a company has got the right to appoint another person as his proxy to attend and vote instead of himself Unless the Articles otherwise provide No proxy in case of a company having no share capital Member of a pvt company cannot appoint more that one proxy Proxy cannot vote except on a poll

PROXY

STATEMENT IN THE NOTICE INSTRUMENT OF PROXY DEPOSIT OF PROXY INVITATION TO MEMBERS PROHIBITED INSPECTION OF PROXIES BY MEMBERS RELATIONSHIP BETWEEN MEMBERS & PROXIES REVOCATION OF PROXY POSITION OF REPRESENTATIVE OF COMPANIES & GOVT.

Voting by show of hands Position of representatives of companies & government Chairmans declaration on show of hands conclusive Rough & ready method

Voting by Poll Demand for poll

Time of taking poll

KINDS OF RESOLUTIONS ORDINARY SPECIAL RESOLUTION REQUIRING SPECIAL NOTICE

Business transacted by ordinary resolutions Issue of shares at a discount Adoption of annual accounts Appointment of auditors & fixing their remuneration Appointment of directors at AGM Declaration of dividends Issue of bonus shares Authorizing voluntary winding up etc

Business transacted by special resolutions Alteration of memorandum Alteration of the name of the company with the approval of Central Govt. Alteration of Articles of Association Creation of Reserve capital Reduction of Capital Variation in the rights of the holders of any class of shares etc.

Resolution requiring special notice For a resolution at an AGM providing that a retiring auditor shall not be appointed For a resolution for removal of director before the expiry of his term For a resolution for appointment as auditor of a person other than retiring auditor
The articles of a company may provide additional matters in respect of which special notice is required

Statutory Provisions regarding Minutes

Obligation to maintain minutes Numbering of pages Signing of Minutes Fair & correct summary Contents of Minutes of Board meetings Defamatory & irrelevant matters to be excluded Minutes as evidence of proceedings Location & inspection of minute books Publication of reports