A company Ltd. By guarantee and having a share capital shall hold its first general meeting within 6 months from the date the company is entitled to commence business.
Note: A private company is not required to hold such a meeting. Such a meeting cannot be called within a period of one month from the date of commencement of business.
2. Contents of statutory report
i. Total number of shares allotted;
ii. Cash received against shares;
iii. Summary of Receipts and Payments;
iv. Particulars about directors and auditors;
v. Particulars about any contract which is to be submitted to the meeting for its approval;
vi. The extent to which any underwriting contract has not been carried
vii. The call money lue from every director, manager.
viii. Particulars of any commission or brokerage relating to the issue of shares and debentures paid to director / manager.
3 . Certification of the report a. To be certified by at least 2 directors one of them shall be a managing director, if there is one. b. To be certified by the auditors as to i. total shares allotted; ii. cash received by the company, iii. Summary of receipts and payments.
In case of default, every director or officer in default shall be punishable with five which may extend to Rs. 5,000. If default is made
i. In delivery the statutory report to the Registrar
ii. In holding the statutory meeting
The company may be wound up by the court.
Extraordinary general meeting
An extraordinary general meeting is called for transacting some urgent or special business which needs to be transacted before the next annual general meeting.
May be called by :
a. Board of directors on its own;
b. Board on the requisition of members;
c. Requisitions on the failure of the Board to call the meeting,
d. National Company law Tribunal (NCLT)
3. The meeting can be called by directors to do business like – issue of rights shares increase in the remuneration of directors. 4. The Board shall on the requisition of a specified number of members, a. proceed to call EOGM b. The requisition shall be deposited at the registered office of the company. c. The Board shall proceed to call a meeting within 21 days from the date of deposit of a valid requisition.
d. The meeting shall be held within 45 days from the date of deposit of the requisition. 5. if the Board of directors fails to call a meeting, the same may be called by the requisitionists in the same manner in which meetings are called by the board of Directors. The meeting shall not be called after the expiry of 3 months from the date of deposit of requisition.
6. If for any reason it is impracticable for a company to call, hold or conduct an EOGM, NCLT may either on its own or on the application of any director or member call such a meeting.
Annual General Meeting Duration a) To be held every year b) To be held within 15 months from the date of last AGM. c) First AGM within 18 months from certificate of incorporation d) ROC may extend this period.
Time and Place a) To be held during business hours – not defined – 10 to 5 9 to 6 b) To be held on a day not a public holiday; as explained under Negotiable Instruments Act, 1881. c) To be held at the registered office or within same city or town where RO is situated.
Business Agenda a) Adoption of annual accounts; b) Declaration of Dividend (Recommended by Directors); c) Appointment of Directors in place of those retiring; d) Appointment of auditors and the fixing of their remuneration Note: Special business at AGM refers to items like removal of director, issue of Rights shares, bonus shares etc.
Length of Notice a) The Notice must give a clear cut 21 days period. Note : The term clear cut excludes: i) The day of notice; ii) 48 hours for service of notice iii) The day of meeting
Incomplete Books of Accounts Annual General Meeting has to be called even where the company did not function during the year / where accounts are not ready for being placed before the AGM.
If a company fails to hold an AGM.
a. any member can apply to Central Govt.
b. the company and every officer in default shall be punishable with five.
Note : The term 'officer in default' includes
a. the managing director,
b. the whole time director,
c. the manager,
d. the secretary,
Penalty If default is made by a company in either holding an annual general meeting or in complying within any direction of Central Government, the company and every officer in default shall be punishable with: a. fine upto Rs. 50,000 and b. a further fine of Rs. 2,500 per day in case of a continuing default.
Quorum 1. Quorum means the minimum no. of persons who must be present in person in order to form a valid meeting. 2. If the Articles do not apply for larger quorum, the following rules apply: Minimum No. (i) 5 members personally present for a public Co. and 2 for a private company.
Meeting Called by Members (ii) If within half an hour from the time fixed for the meeting, a quorum is not present, the meeting if called by the requisition of members, shall stand dissolved. Meeting Called otherwise (iii) In any other case, the meeting is adjourned to some day in the next week, at the same time and place or to some other day and such other time and place as the Board may determine.
No. at the adjourned Meeting (iv) If at the adjourned meeting, a quorum is not present within half an hour from the time fixed for the meeting, the members present shall be the quorum. One person quorum : One person cannot form a quorum, but there are circumstances where presence of one person shall constitute the quorum:
Class Meeting i. Where there is a class meeting of shareholders and all the shares of that class are held by one person AGM called by Central Government ii. Where the central Govt. calls or directs the calling of an AGM, it has the power to direct that one member present big proxy or in person shall constitute the quorum. EOGM Called by NCLT iii. Where the CLB/NCLT calls ........ the calling of an EOGM, it has ..................
Committee of Board iv. Where the Board of Directors delegates any of its powers to a committee, the committee may consist of one person. In such a case, that person shall form the quorum. No. at the adjourned meeting v. If at the adjourned meeting also a quorum is not present within half an hour of the time of the meeting, the members present are the quorum. In such a case, even one member may form the quorum.
PROXY Double Meaning i. A proxy may mean a proxy form and a duly appointed agent . Proxy – Member ii. A proxy may or may not be a member of the company but he shall not have any right to speak at the meeting .
Written Proxy iii.A proxy shall be in writing and shall by signed by the member. iv. A proxy shall be deposited within the Co. 48 hours before the meeting. Deposit of Proxy Any provision in the Articles of a public Co. which requires a period longer than 48 hours for depositing a proxy shall have effect as if a period of 48 hours is specified for such deposit.
Status of Proxy v. Unless the Articles otherwise provide: a. A proxy can vote only on a poll. b. A member of a private company cannot appoint more than one proxy to attend on the same occasion. c. A member of a company not having a share capital cannot appoint a proxy.
Can be revoked vi. A proxy can be revoked at any time before it has voted. Effect of death on proxy vii.The death or insanity of a shareholder after he has attended the proxy shall not revoke the authority of the proxy, until the company has notice of death or insanity.
To be highlighted in the notice viii. Every notice calling a meeting of a company shall mention with reasonable prominence that a member can appoint a proxy and that a proxy need not be a member.
Inspection of Proxies ix. A member is entitled to inspect the proxies lodged at any time during the business hours of the company. This can be done any time during the period beginning 24 hours before the meeting and till the conclusion of the meeting. A 3 days' notice for the inspection of the proxies is required to be given to the company.