Meetings Er. S Sood


Published on


Published in: Business, Technology
  • Be the first to comment

No Downloads
Total views
On SlideShare
From Embeds
Number of Embeds
Embeds 0
No embeds

No notes for slide

Meetings Er. S Sood

  1. 1. POWER GROUP : For the Friends By The Friends** <ul><li>Must be held at least once in every calendar year in addition to any other General Meetings held in that year. </li></ul><ul><li>Notices convening the meeting must specify to be the “Annual General Meeting” of the Company (section 143 Companies Act 1965). </li></ul><ul><li>14 days’ written notice is required to be given to members ( Section 145(3) ) </li></ul>Annual General Meeting(AGM)
  2. 2. OBJECTIVES OF AGM <ul><li>PRESENTATION OF ANNUAL ACCOUNTS:-to receive and consider the Director’s and Auditors’ reports, the Accounts and Balance Sheet; </li></ul><ul><li>DECLARATION OF DIVIDEND:-to sanction the dividend (if any) recommended by the directors; </li></ul><ul><li>APPOINTMENT OF DIRECTORS:-to appoint, or re-appoint, the directors; </li></ul><ul><li>APPOINTMENT OF AUDITORS:- to appoint, or re-appoint, the auditors and fix their remuneration </li></ul>
  3. 3. RULES FOR HOLDING AGM:- <ul><li>First AGM </li></ul><ul><li>Subsequent AGM </li></ul><ul><li>Power to convene AGM </li></ul><ul><li>Notice </li></ul><ul><li>Date/Time /Place of AGM </li></ul><ul><li>Postponement </li></ul><ul><li>Adjournment </li></ul><ul><li>Power of Central Govt. to call AGM </li></ul><ul><li>Penalty </li></ul>
  4. 4. Statutory meeting <ul><li>It is the first meeting of the shareholders and this meeting is held only once in the life time of the company. </li></ul><ul><li>Objectives:- </li></ul><ul><li>To approve the preliminary contractspecified in the prospectusof the company with modifications if any. </li></ul><ul><li>To discuss the success of floatind the project of the company. </li></ul>
  5. 5. WHO MUST HOLD SM:- <ul><li>Every company limited by shares, </li></ul><ul><li>Every company limited by guarantee and having a share capital, </li></ul><ul><li>Private company which becomes a public company by the application of sec-43 </li></ul>
  6. 6. RULES FOR STATUTURY MEETING <ul><li>1.TIME:-W ithin a period of not less than one month nor more than six months from the date which is the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called &quot;the statutory meeting </li></ul><ul><li>2.NOTICE:- The Board of directors shall, at least twenty-one days before the day on which the meeting is held, forward a report (in this Act referred to as &quot;the statutory report&quot;) to every member of the company </li></ul>
  7. 7. 3.STATUTORY REPORT <ul><li>The Directors are required to send a report called as statutory report to every member of the company at least 21 days before the date of the meeting . </li></ul>
  8. 8. Contents of statutory report <ul><li>a) SHARES ALLOTED: the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up otherwise than in cash, and stating in the case of shares partly paid-up, the extent to which they are so paid-up, and in either case, the consideration for which they have been allotted </li></ul>
  9. 9. Contents of statutory report <ul><li>b) CASH RECEIVED:- The total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid </li></ul>
  10. 10. Contents of statutory report <ul><li>(c) ABSTRACT :-an abstract of the receipts of the company and of the payments made thereout, upto a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company, showing separately any commission or discount paid or to be paid on the issue or sale of shares or debentures </li></ul>
  11. 11. Contents of statutory report <ul><li>d) DIRECTORS, MANAGERS /OTHER MANAGERIAL PERSONNEL:- The names, addresses and occupations of the directors of the company and of its auditors; and also, if there be any, of its manager, and secretary; and the changes, if any, which have occurred in such names, addresses and occupations since the date of the incorporation of the company; </li></ul>
  12. 12. Contents of statutory report <ul><li>e) CONTRACTS:-the particulars of the any contract which, or the modification or the proposed modification of which, is to be submitted to the meeting for its approval, together in the latter case with the particulars of the modification or proposed modification; (f) UNDERWRITTING CONTRACT:-the extent, if any, to which each underwriting contract, if any, has not been carried out, and the reasons therefor </li></ul>
  13. 13. Contents of statutory report <ul><li>[(g) ARREARS OF CALLS:-the arrears, if any, due on calls from every director and from the manager; and] (h) COMMISSION AND BROKERAGE:- the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or debentures to any director or to the manager </li></ul>
  14. 14. 4.CERTIFICATION OF REPORT <ul><li>The statutory report shall be certified as correct by not less than two directors of the company one of whom shall be a managing director, where there is one. After the statutory report has been certified as aforesaid, the auditors of the company shall, in so far as the report relates to the shares allotted by the company, the cash received in respect of such shares and the receipts and payments of the company 4 [***] certify it as correct. The Board shall cause a copy of the statutory report certified as is required by this section to be delivered to the Registrar for registration forthwith, after copies thereof have been sent to the members of the company </li></ul>
  15. 15. 5.PROCEDURE AT THE MEETING <ul><li>The Board shall cause a list showing the names, addresses and occupations of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the statutory meeting, and to remain open and accessible to any member of the company during the continuance of the meeting. The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not; but no resolution may be passed of which notice has not been given in accordance with the provisions of this Act </li></ul>
  16. 16. 6.ADJOURNMENT OF MEETING <ul><li>The meeting may adjourn from time to time, and at any adjourned meeting, any resolution of which notice has been given in accordance with the provisions of this Act, whether before or after the former meeting, may be passed; and the adjourned meeting shall have the same powers as an original meeting </li></ul>
  17. 17. 7.EFFECT OF NON COMPLIANCE <ul><li>If default is made in complying with the provisions of this section, every director or other officer of the company who is in default shall be punishable with fine which may extend to Rs.5000.. </li></ul>
  18. 18. Extraordinary General Meetings <ul><li>Any meeting of a company which is not an annual general meeting (AGM) is known as an extraordinary general meeting (EGM). Directors may generally call an EGM where they see fit, for example where they wish to obtain the prior approval of members before taking a certain course of action. In addition, the directors are obliged to convene an EGM in certain circumstances e.g. where the company's net assets (i.e. total assets less total liabilities) have fallen to 50% or less of its called-up share capital </li></ul>
  19. 19. Extraordinary General Meetings <ul><li>A member or several members of a company, who together hold not less than 10% of the paid up share capital with voting rights in the company or in the case of a company not having a share capital, representing not less than 10% of the voting rights of the company, can requisition the directors of the company to call an EGM. To do so, they deposit a signed requisition at the company's registered office, stating the objects (i.e. purpose) of the EGM. Once this is done, the directors must convene an EGM within 21 days of the date of requisition, and the meeting must be held within two months </li></ul>
  20. 20. Extraordinary General Meetings <ul><li>If the directors do not do so, the requisitionists or any of them representing over half the voting rights of the requisitionists may themselves convene a meeting which must take place within three months of the date of deposit of the requisition </li></ul>
  21. 21. Extraordinary General Meetings <ul><li>Where it is impractical to call a general meeting or to conduct the meeting in accordance with the articles of association or the Companies Acts, any member entitled to vote at the meeting may apply to the High Court, and the Court may order that such a meeting be held in such a manner as it thinks fit. The Court can, for instance, declare that a meeting can take place with only one member of the company present. </li></ul><ul><li>  </li></ul>