COMPANY MEETINGS & PROCEEDINGS

Submitted By :Rishibha Rai Sultan Omar Salim Gagandeep Singh Dhillon Nikita Sangal Anuj Diwakar

COMPANY MEETINGS

A company is an association of several persons.

Decisions are made according to the majority. Various matters have to be discussed and decided. discussions take place between members and between the directors.

must be at least 2 persons attending the meeting

One member cannot constitute a company meeting

CLASSIFICATION OF MEETINGS

General Meetings Statutory Meetings Annual general Meetings Extraordinary Meetings

Class meetings of shareholders :Meetings of creditors and debenture holders During the lifetime of the company and At the time of winding up of the compnay Meetings of directors

STATUTORY MEETINGS

Statutory meeting is the first meeting of the members of the public limited company. It is held only once in life of a public company. It can be convened by the directors of the company only. The statutory meeting is held by Every public limited company limited by shares. Every company limited by guarantee. Every private company converted into a public company. It is provided in companies' ordinance that the directors shall send a notice of statutory meeting at least 21 days before the day of the meeting to all the shareholders of the company. The directors shall not send the statutory report duly certified by not less than three directors, one of whom shall be the chief executive of the company. The business of the meeting is to consider the statutory report. The statutory report contains a brief account of the state of company's affairs since its incorporation and the business plan. It describes the shares allotted by the company cash, cash received in respect of such shares allot, an abstract of the receipts and payments of a company, names, occupation of the directors, etc

PROCEDURE AT THE MEETING

Convening and Conducting of Statutory Meeting: As the statutory meeting is a meeting of the members of a company, all the provisions of general meeting under section 171 to 187B will be applicable. Statutory Report: The Board of Directors shall prepare a statutory report containing all particulars as setout in sub-section (3) of section 165. Certification of Statutory Report: The Statutory Report is required to be certified by two or more director, one of them shall be the managing director

Notice of Statutory meeting: At least 21 days notice should be given to all the members of the company for convening statutory meeting
Adjournment of Statutory Meeting: Statutory Meeting may adjourn from time to time and at any adjourned meeting, any resolution for which resolution has been given may be passed.

Filing of Statutory Report with Registrar: The Board of Directors of a company shall deliver a copy of the said report in e-Form electronically to the Registrar
Penalty: If default is made in complying with the provisions of section 165 of the Act, every director or other officer of the company, who is in default shall be punishable with fine, which may extended to Rs. 5000.

ANNUAL GENERAL MEETING

Should not have more than 15 months interval. 1st general meeting- 18 months after incorporation. Time and place of meeting

21 days notice
Consequences of failure to hold annual general meeting. Power of company law board Importance of annual general meeting.

EXTRAORDINARY GENERAL MEETING

Ordinary meeting

Extraordinary meeting transacting some urgent business

which cannot be postponed.

(1) Extraordinary meeting convened by the Board of directors.

(2) Extraordinary meeting convened by the requisiontists.

REQUISITES OF A VALID MEETING

o

Proper Authority Notice of meeting Length of notice Notice to whom Contents of notice Quorum for the meeting

PROXIES

An authority who can represent and vote for another person at a meeting is called a proxy.

Proxy to be in writing

It should be deposited 48 hours before the meeting.

Chairman of the meeting

Minutes of the meeting. Entries of proceedings of meetings Signing of minutes

Fair and correct summary

Exclusions from minutes.

VOTING AND POLL

The motions proposed in a general meeting of a company are decided on the votes members of the company.
Show of hands
The duty of the chairman is to count the hands raised & declare result

Voting
Before or on the declaration of results a poll may be taken by a chairman of his own accord

Taking a poll

RESOLUTION

The

questions

which

generally

come

for consideration at the general meeting of a company are presented in the form of proposals

called motions and when this motion is carried, it

becomes a resolution.

KINDS OF RESOLUTIONS

Ordinary Can be passed by a simple majority

Special
One in regard to which is passed by a 75% majority only

Requiring special notice

There are certain matters which may be discussed at a general meeting