Presented by: Mahantesh S. J. (R.No.25) Bidyut Kumar Mandal(R.No.8) Bharath Kashyap M. (R.No.24) Johnson Varghese. (R.No.18) Ohma Toppo (R.No.36) Divya Panicker (R.No.13)
Meaning of Meeting “Meeting may be defined as gathering or assembling or getting together of a number of persons for transacting any lawful business.” There must be at least two persons to constitute a meeting. The business of the meeting is conducted in the form of resolutions proposed or passed.
Objectives It is forum for self protection It becomes forum for appointment of directors, auditors of their choice which will safeguard them from possible manipulation To conduct business in much better way.
Meetings under Companies act of 1956 Share holders meetings1) Statutory meeting as per section 165 of the act2) Annual general meeting as per section 166 of the act3) Extraordinary general meetings: Convened by directors on the requisition of the shareholders as per section 169 of the act. Convened by directors to transact business of special importance that arises in between the two Annual general meetings4) Class meeting of Shareholders.
Other Meetings Board meeting of the Board of Directors. Meeting of Board Committees. Meeting of Debenture holders. Meeting of creditors for the purpose other than winding up Meeting of creditors for winding up. Meeting of contributories in winding up
Statutory Meeting“ Every company limited by shares, and every company limited by guarantee and having share capital, shall, within a period of not less than one month nor more than 6 months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company which shall be called the Statutory Meeting.”
Objects or purposes of Statutory Meeting To enable the members, as early as possible, to know the progress of the company since its incorporation and also its present position and future prospects. To provide an opportunity to the members to discuss finances of the company. To provide an opportunity to the members to discuss any matter arising out of the statutory report or relating to the formation of the company. To help members to know one another.
Statutory Report The Board of directors shall, at least 21 day before the day on which the meeting is held, forward a report to every member of the company. Contents of statutory report. – Total Shares allotted – Cash received – Preliminary expenses – Names, addresses and occupation of directors, auditors, managers and secretary and changes if any, since incorporation – Particulars of contract or modifications thereof, if any, proposed to be submitted to the meeting for its approval. – The extent, if any, to which each underwriting contract, if any, has not been carried out and the reasons therefore – Calls, if any, unpaid by the directors and manager – Particulars of commission and brokerage paid or payable to the directors or the manager
Statutory Report Cont…… Certification of Statutory Report. Registration of Statutory Report. Notice of Statutory Meeting. Time and Place for Holding Statutory Meeting. Production of List of Members at the Statutory Meeting.
Annual General Meeting A meeting known as an Annual General Meeting is required to be held every year by every company whether, public or private, limited by shares or by guarantee, with or without share capital or unlimited company. AGM should be held on the earliest of the following dates:- 15 months from date of the last Annual General Meeting. 6 months from the close of the financial year.
ANNUAL GENERAL MEETING Time and place for holding an Annual General Meeting Object of holding an Annual General Meeting Notice of Annual General Meeting
Business transacted at an Annual General Meeting The consideration of the accounts, balance sheet and the reports of the board of directors and auditors. The declaration of dividend. The appointment of directors in the place of those retiring The appointment of the auditors and the fixing of remuneration.
Extraordinary General Meeting: “All general meetings of a company, with the exception of Statutory Meeting and Annual General Meetings are called Extra Ordinary General Meetings.”Business transacted: Except following The consideration of the accounts, balance sheet and the reports of the Board of directors and auditors, The declaration of the dividend, The appointment of directors in the place of those retiring, and The appointment of, and the fixing of the remuneration of the auditors
CONVENING EGM By Board of Directors – By Board Themselves – On Requisition by members By Requisitionists The requisition shall set out the matters for the consideration The requisition may consist of several documents in like form, each signed by one or more requisitionists. Number of members (Sub Section 4) – company having a share capital -not less than one-tenth – company not having a share capital - not less than one-tenth of the total voting power of all the members having at the said date a right of vote in regard to that matter.
CONVENING EGM Where two or more distinct matters are specified in the requisition – sub-section (4) shall apply separately in regard to each such matter If the board does not Convene EGM , within twenty-one days Meeting May Be Called – By the requisitionists themselves – company having a share capital -not less than one-tenth – company not having a share capital - not less than one-tenth of the total voting power of all the members having at the said date a right of vote in regard to that matter
Other Meetings Class meetings (section 106) Meetings of Debenture holders Meeting of Creditors
BOARD MEETING Frequency of Board Meeting: Section 285 of the companies act has laid down that board meeting must be held at least once in every three months and four times in a year. Notice of Board Meetings (Sec 286) – “ Notice of the board of directors of the company shall be given in writing to every director for time being in India, and at usual address in India to every other director.” – “Every officer of the company shall whose duty is to give notice as aforesaid and who fails to do so shall be punishable with fine which may extend to one thousand rupees.” Time and Place of Board Meetings:The meeting of Board of Directors may be held at any place convenient to the directors outside the business hours and even on a public holiday unless the articles provide otherwise. Committee Meetings:
QUORUM FOR THE MEETINGQuorum is the minimum number of members required to attend a meeting and transact business validly. In other words, it is the minimum number of members who must be present at a meeting for the purpose of transacting business validly.Provisions relating to quorum for a General Meeting of members. Two members personally present in the case of a private company, and five members personally present in the case of public company. Unless the articles provide that the quorum can be of members present in person or by proxy. In a general meeting of a company, the quorum is required to be present not only at the time of the commencement of the business, but is also required to be maintained throughout the meeting.
Provisions relating to quorum for a General Meeting of members Cont…….. If the quorum is not present within half an our of the scheduled time of the meeting, the meeting will stand adjourned to the same day in the next week at the same time and place. If at the adjourned meeting also the quorum is not present within half an hour of the scheduled time of the meeting, the members present will form the quorum. In the case of a general meeting called by the requisitionists, if there is no quorum within half a hour of the scheduled time of the meeting , the meeting stands dissolved. It cannot be adjourned. In the case of a meeting held under the order of the company law board, the quorum is determined by the company law board Any business transacted at the general meeting without the quorum is invalid. Joint holders of shares are to be treated as one member for the purpose
“One member Quorum”. where one member holds all the shares of a particular class, he can constitute a valid quorum in a meeting of that class. company law board calls or directs the calling of annual general meeting under section 167 of the companies act and directs that one member present in person or by proxy should be deemed to constitute a meeting. company law board directs the calling of a meeting, other than the annual general meeting, of a company under section 186 of the companies act and directs that one member present in person or by proxy. In an adjourned general meeting of a company, even one member present in person or by proxy will constitute a valid quorum in that meeting.
Provisions relating to the quorum for a board meeting. The quorum for a board meeting may be determined by the articles or by the board or the quorum for a board meeting will be one-third of the total strength of the directors or at least two directors, whichever is higher. Any fraction will be rounded of as one. While counting the total strength of the directors of the board, the number of directors whose places are lying vacant at the time of the meeting are to be excluded. The directors who are interested in the subject matter under discussion at the meeting of the board are excluded. But they are also disqualified from voting on the particular resolution in which they are interested directly or indirectly.
Provisions relating to the quorum for a board meeting. In this context, it may be noted that the rule of disinterested quorum applies only to board meetings. It does not apply to a general meeting . In the case of a board meeting, the quorum must be present not only at the commencement of the meeting, but also throughout the meeting. In the case of a board meeting also, if there is no quorum within half an hour of the scheduled time of the meeting, the meeting will stand adjourned . Any business transacted at a board meeting without a quorum will be invalid.
PROXY (u/s 176) the term proxy has two meanings. – “The agent appointed by the members of the company to attend and vote at the meeting”. – “It is the document by which such an agent is appointed.”If the articles do not otherwise provide: A proxy can vote only on a poll A member of a private company cannot appoint more than one proxy to attend on the same occasion. A member of the company not having a share capital cannot appoint a proxy.
PROXY The proxy may be member or he may not be a member and he shall not have any right to speak in the meeting. Proxy must be in writing. And signed by the appointer or his attorney. If appointer is a body corporate, an officer or an attorney should sign it duly authorized by it. Proxy to be deposited 48 hours before the meeting. Proxy is revocable: the member may revoke the authority given to his agent at any time before proxy has voted. Right to inspect Proxies: a director has right to inspect proxies lodged with the company.
Voting and Poll: The motions proposed in a general meeting of a company are decided on the votes of the members of the company. The members holding share capital there in have the right to vote on every motion placed before the company. A shareholder’s vote is a right of property, and prima facie may be exercised by him as he thinks fit in his own interest. He is bound to exercise in the best interest of the company.
The voting may be: 1) By show of hands (sec 177 & 178) – Chairman’s declaration of result of voting by show of hands conclusive (sec178) 2) By taking poll. (Sec 179) – If the members are dissatisfied with the result of voting by show of hands, they may demand a poll. The poll must be ordered by the chairman if it is demanded: – In the case of a public company, having a share capital, by any member or members present in person or by proxy and holding shares in the company: which confer of power to vote on the resolution not being less than one-tenth of the total voting power in respect of the resolution; or on which an aggregate sum of not less than Rs. 50,000/- has been paid up.
In the case of a private company, having a share capital by one member having the right to vote on the resolution and present in person or by proxy if not more than 7 such members are personally present, and by 2 such members present in person or by proxy, if more than 7 such members are personally present. In the case of any other company, by any member or members present in person or by proxy and having not less than one –tenth of the total voting power in respect of the resolution. Chairman -Poll The chairman may order poll when a resolution proposed by the board is lost on the show of hands. Also, if the chairman knows that proxies have been lodged and that on a poll the decision taken on a show of hands is likely to be reversed. It is his duty to order a poll.
Resolutions: Decisions of a company are made by resolutions passed by the prescribed majority of the members present at the meetings. Resolutions under present act are of 3 kinds, – a) Ordinary Resolution – b) Special Resolution, – c) Resolutions requiring special notice.
Ordinary resolution “A resolution, which requires simple majority of the members entitled to vote and voting in person, or where proxies are allowed, by proxy, is called an ordinary resolution. The draft of a proposed ordinary resolution need not be set out in the notice convening the meeting. If however, some special business has to be transacted through an ordinary resolution, the notice must state it as special business and the proposed resolution is set out in the notice.” Some Ordinary resolutions: Issue of shares at discount Alteration of share capital Adoption of statutory report Passing of annual accounts and B/S, along with reports of board of directors and auditors. Appointment of auditors and their remuneration
Special Resolution “A special resolution is one passed at a general meeting of a company when 1) Notice of the meeting specifying the intension to propose the resolution as special resolution has been duly given as required under the act, and 2) the votes cast in favor of the resolution (whether on show of hands or on a poll by members who being entitled so to do, vote in person, or where proxies are allowed by proxy) are not less than 3 times the number of votes, if any, cast against the resolutions by members so entitled to vote.” Some special resolutions: Alteration of object clause of memorandum Change of name of a company with consent of central govt. Alteration of the articles of a company. Variation of shareholders rights. Payment of interest out of capital.
Resolution Requiring special notice: (Sec 190) Provision in this act or in the articles, special notice is required Notice of the intension to move the resolution shall be given to the company not less than 14 days before the meeting The company must give to its members- notice Advertisement in a newspaper
Circulation of members’ resolutions (Sec.188) Sec 188 confers on all shareholders an important right to give through the company machinery publicity among all its members to a resolution intended to be proposed or statements intended to be made at a meeting. The requisition shall be signed by: Members representing not less than 1/20th of the total voting power of all the members having the right to vote on the resolution, or 100 members having right to vote and who hold shares of the value of not less than Rs. 1,00,000/-
Registration of resolutions and agreements (sec 192) Special resolutions; where the act requires a special resolution for any purpose, that purpose may be achieved by a ‘ resolution’ agreed to by all the members of the company; Managing Directors Appointments and any changes; Resolutions or agreements which have been agreed to buy all the members of any class of shareholders, Resolutions passed by a company giving powers to the Board of directors to sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the company, to borrow money beyond a certain limit, or to contribute to charities beyond Rs.50, 000/- or 5% of the average net profits, whichever is greater; Resolutions approving the appointment of a sole selling agent; Resolutions requiring a company to be wound up voluntary;
Minutes of Meeting: “Minutes are record of what the company or directors do in the meetings.” Minutes of proceedings of Meetings: Sec (193) every company shall keep a record of all proceedings of every general meeting and of all proceedings of every meeting of its board of directors and of every committee of the board. This is done by making within 30 days of the conclusion of every such meeting concerned, entries of the proceeding in the books kept for that purpose. These records are known as Minutes.
Minutes Book Separate minute books The chief use of minutes is that – They contain the record of the business transacted with the decisions of shareholders and directors at their respective meetings; They are also available for inspection by the interested parties ex: shareholders, auditors, directors, secretary. They can be produces as evidence in the court of law
Minutes Numbering of pages: the pages of every minute’s book shall be consecutively numbered Signing of minutes book: Content of the Minutes. Names of the directors present In the case of each resolution passed at the meeting , the names of the directors , dissenting from the resolution. Location and Inspection: Kept at registered office of the company open during business hours to inspection of any member without the charge subject to reasonable restriction. However at least 2 hours in each day are to be allowed for inspecting
Duties and roles of Chairman He must ensure that the meeting is properly convened and constituted He must ensure that the provisions of the act and the articles in regard to the meeting and its procedures are observed He must act at all times bona fide and in he interest of the company as a whole He must decide questions arising for decisions during the meeting and must ensure that the majority hears the minority. He must ensure that the sense of he meeting is properly ascertained in regard to any question before it. He must exercise correctly his powers of adjournment. It is his duty to preserve order and to see that the business is properly conducted. He must exercise his power to order a poll correctly and must order it to be taken when demanded properly. He must exercise his casting vote, if available, bona fide in the interest of the company