m Company meetings

m Kinds of company meetings

Statutory meeting
Annual general meeting
Extraordinary general meeting
Class meetings
Board meetings
m P company meeting may be generally defined as
gathering or assembly, of persons connected with the
company who wish to decide matters related to it. The
two essentials of a company meetings are:
m It is an assembly of persons connected with the
company,i.e.its members ,directors, creditors etc., and
m The object of such an assembly is to consider and
decide matters related to its functioning.
m P Company is an artificial identity,
therefore it
’ Cannot act itself
’ Need some human intermediary
m Thus
’ hareholders,
’ Board of Directors [ection 291]
act on behalf of the company
Shareholders Directors Creditors

tatutory Board
meetings meetings Meetings of
debenture
Pnnual holders
general
meeting Meetings of
committees
Extraordina Meetings of
ry general creditors
meetings and
contributori
Class es in
meetings winding up
m tatutory meeting is the first meeting of the
shareholders of a company. It is called statutory
because it is essential to call this meeting within a
specified time and this meeting is held only once
in the life time of the company
m {ublic company limited by shares.
m {ublic company limited by guarantee having share
capital.
m {rivate company which becomes a public
company by the application of section 43.
m To approve the preliminary contracts specified in
the prospectus of the company with modification if
any.
m To discuss the success of floating the projects of
the company
ime Every
company ,shall, within a period of not less than One
month and not more than six months from the date on
which company is entitled to commence business , hold a
general meeting of its shareholders which is called
statutory meetings
Notice
The company must give the notice to its members at least 21
days before holding a meeting stating time, date ,place of
meeting. However if the members holding 95% of paid up share
capital having voting rights gives their consent ,meeting can be
called at a shorter notice

Statutory report
he directors of the company are required to send a report called
ࠇtatutory Reportࠈ to every member of the company along with
notice of the meeting at least 21 days before the date of the
meeting.
 Preliminary Allotment of
contracts shares

Underwriting
Cash received
contracts

Directors
Calls in arrears ,auditors and
from directors other
and managers managerial
personnel

Contents
Abstract of
Commission
and
of receipt and
payment
brokerage statutory account
report
 6ertificate of statutory report£
The statutory report shall be certified as correct by not
less than two directors of the company. a certified copy
of the report shall be sent to the registrar for registration

{rocedure at the meeting£

Pt the commencement of the meeting, the board of
directors shall place a list showing the name occupation
address and the number of shares held by them. the list
shall remain open for inspection by its members during
the meeting

{enalty£
If default is made in complying with the provisions of
section 165,every director and officer of the company
shall be liable to a fine which may extend to Rs 5000
m Every company must hold a general meeting of its
shareholders in each calendar year in addition to any
other meeting, as its Pnnual general meeting
 Declaratio
n of
dividend

{resentation ½bjectives Pppointm

of Annual of holding ent of
report
AGM Puditors

Pppointment of
Directors in
place of retiring
rotation
ºirst annual general meeting
 irst annual general meeting of the company should be held
within a maximum period of 18 months from the date of its
incorporation

Subsequent annual general meeting

 This meeting should be held every year and there should
not be a gap of more than 15 months between the date of
the P
M

{ower to convene the annual general

meeting
 Only the Board of directors of the company has the power to
convene the P
M
Notice
 The company must give the notice to its members at least 21 days
before holding a meeting stating time, date ,place of meeting

Date time place of holding AGM

 Every P
M shall be called during the Business hours, on a day which is not
a public holiday and shall be held either at the registered office of the
company or at some other place within the city .

{ostponement
 The Board of Directors may cancel or postpone an P
M provided it is
being done for bonafide reasons
Adjournment
 Pn P
M can be adjourned by the chairman for bonafide reasons
only, the adjourn meeting shall be held on the same day next week
at the same place at the same time,
{ower of the tribunal to call AGM
 here a company fails to hold its meeting within the prescribed
period of time, the tribunal on the application of any member ,may
either call or direct the company to call P
M
{enalty
 If default is made in complying with the provisions of sec-166 the
company and its directors are punishable with a fine which may extend to
Annual
Rs50000general meeting
and if default when
continues with a Annual records
further fine are
of Rs2500 pernot
day for
ready
which the default continues

In this case it is the statutory duty of the Directors to call the meeting
within the prescribed period with other information and then to
adjourn the meeting to some future date when accounts would be
ready
m Any general meeting other than an annual
meeting is called an Extra-ordinary general
meeting
m Meeting is usually called by the Board of Directors for some
urgent business which cannot wait to be decided till the next
P
M. Every business transacted at such a meeting is special
business.

m The Prticles of Pssociation of a Company may contain

provisions for convening an extraordinary general meeting.
 ¦egal provisions as regards such meetings :

m Convened for transacting some special business which may have

arrived between two P
Mࠈs.

m ho may call ?

a) By the board of directors.
b) By the directors on requisition.
c) By the Company ¦aw Board.
m The BOD may convene an Extraordinary meeting of
the company when they think fit by passing a
resolution in the Board meeting.
m The members of a company have the right to require the
calling of an extraordinary general meeting by the directors.
m Required to do so by the following number of members :-
1. Members of the company holding at the date of making the
demand for an E
M not less than one-tenth of such of the
voting rights in regard to the matter to be discussed at the
meeting ; or
2. If the company has no share capital, the members
representing not less than one-tenth of the total voting
rights at that date in regard to the said matter.
ime
‡ he BOD must proceed to call to meeting within 21 days
of the receipt of the valid requisition

Notice
 The BOD shall send out notice to all the members of the
company giving not less than 21 clear days to hold meeting

The meeting must be held within 45 days from the date of

deposit of requisition
m here for any reasons it is impractical to call the E
M the Company
law board may order the company to call such meeting. The
company law board may do so;-
m On its own motion

m On the application of any director of the company, or

m Of any member of the company, who would be entitled to vote at the

meeting, order a meeting to be called and conducted as the Company
¦aw Board thinks fit.

P
 

   
  
  

   


 

  
hen it is proposed to

  Plter, vary or affect the rights of particular class of

shareholders, and

  It is not possible to obtain the consent in writing ,of

the holders of 3/4th of the issued shares of that class , a
meeting of such holders may be called.
Directors of the company exercise their powers in
joint meetings called Board meetings.
ime
Pccording to sec 285 a board meeting must be held at least once in
every 3 calendar months and at least four such meetings shall be held
in every year

Notice
 Pccording to sec 286 the notice of every meeting of the board 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.IN case default every officer who is at fault shall be punishable with a
fine up to Rs 100
{lace time of holding board meeting

 No such provisions it can be held anywhere convenient to

the directors
·uorum
 Pccording to sec 287 quorum for meeting shall be;
 One third of its total strength
 Two directors
 hichever is higher
Agenda
 Plthough its not obligatory in law it is customary to send a
copy of the agenda i.e the business to be transacted at the
meeting along with the notice

6hairman
 Every board meeting must have a chairman to preside
over meetings
ÿoting
 The method of voting to be followed is by
show of hands and voting by proxy is not
allowed

Minutes
 The minutes of all proceeding of every
meeting shall be recorded in minutes book