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MEETINGS
Presented by:-
Deepshikha (809)
Meenal (827)
MEANING OF MEETINGS
• Meetings enable face to face contact of
number of people at the same time.
• Meeting implies coming together of a certain
number of members for transacting the
business in the agenda, for which notice has
been given.
• The purpose of meeting is to consider
issues of common interests to its attendents.
KINDS OF MEETINGS
• Shareholder’s meeting
Statutory meeting
Annual general meeting (AGM)
Extraordinary general meeting (EGM)
Class meeting
• Meeting of creditors
• Meeting of directors
STATUTORY MEETINGS
• The statutory meeting is the first meeting of the members of the company
after it commences business. It is held once in lifetime of the company.
• Section 157(1) states that “ every company limited by shares and every
company limited by guarantee and having a share capital shall , within a
period of not less than three months, nor more than six 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’”.
• Every public company limited by shares, limited by guarantee and having a
share capital are required to hold the statutory meeting.
• The Statutory report includes the following:
− List of Members
− Shares allotted and the amount received from them
− Particulars of the directors, managers and secretary
− Particulars of contracts that have to be approved
− The detail of company’s affairs along with fees and brokerage paid.
• Non compliance of this section, every directors or other officer of the
company who is in default shall be punishable with fine of Rs. 500.
• The Annual General Meeting (AGM) is a required meeting under the
ordinance.
• It is an annual meeting through which the shareholders control the affairs of
the company.
• They may raise questions about the affairs of the company including its
accounts.
• It is, therefore, the AGM of the company that protects the interest of the
shareholders.
• It is applicable to all companies, except One Person Companies.
REQUIREMENTS OF AGM
i. It must be held every year.
ii. The first AGM is to be held within nine months of incorporation.
iii. Every subsequent(coming) AGM is to be held within six months of the closing of the
company’s annual financial year.
iv. Notice of the date of the meeting is to be send twenty one days before such date to the
shareholders whereas in case of a listed company the notice is also required to be
published in the newspaper.
v. In case of default in complying with any of these requirements all officers party to such
default shall be held liable.
vi. The gap between two AGMs should not be more than fifteen months.
• Time of AGM:- business hours i.e 9am and 6 pm.
• Day of AGM:- not on national holiday.
• Place of AGM:-
the registered office of company
 some other place within the city, town or village in which the
registered office is situated.
• Business of AGM:- ordinary business as well as special business
EXTRA ORDINARY GENERAL MEETING
(EGM)
• According to section 159 all general meetings of a company , other than
AGM and the statutory meeting are called Extra Ordinary General
Meeting. Such meetings are called to deal with some urgent special
business that can not be postponed till the AGM.
• These meetings are called by two ways:
i. by Directors.
ii. on the Requisition of Members.
i. Calling of Extra Ordinary General Meeting by Directors:
• The directors may at any time call the Extra Ordinary General Meeting of
the company to consider any matter which requires the approval of the
company in general meeting.
ii. Calling of Extra Ordinary General Meeting on the Requisition of
Members.
• The directors shall, on the requisition of members representing the one
tenth of the voting power on the date of deposit of requisition, forthwith to
proceed to call an extra ordinary general meeting.
REQUIREMENTS OF CALLING EGM ON THE
REQUISITION OF MEMBERS.
• The requisition shall state the objects of the meeting.
• It will be signed by the requisitionists.
• The requisition will be deposited at the registered office of the company.
• If the directors do not proceed within the twenty one days from the date of the requisition
being so deposited to call a meeting, the requisitionists may themselves call the
meeting.
• The meeting so called shall be held within three months from the date of depositing such
requisition.
• The meeting will be called in the same manner as the meetings are called by directors.
• Class meetings : It is held for securing the consent of a particular class of
shareholder for altering their rights and privileges or for conversion of one class into
other.
• Meetings of creditors : The meetings of debenture holder and creditors may be
required to secure their support in effecting some scheme of compromise or
arrangement of their rights.
• Board meetings : It is required for setting the general business policy and overall
supervision of management. All the major questions are dicussed, which are held at
regular intervals.
TYPES OF BUSINESS
• Ordinary business:
Annual accounts of the company
Declaration of dividend
Retirement and appointment of auditors
Retirement and appointment of Directors
• Special business:
All other business other than ordinary business.
NOTICE OF MEETINGS
• Period of notice:- 21 days clear notice excluding the day of notice served and day
of GM.
• Mode of notice:- in writing or by electronic mode as prescribed.
• Contents of notice:- place, date, day,and hour of GM and agenda of meeting.
• Shorter notice:- if consent is given by 95% of members and consent is given in
writing or by electronic mode.
• Notice to whom:- every director, every member, legal representative of deceased
member, auditors.
QUORUM FOR GM
• Minimum number of members who must be present in order to constitute a valid
meeting.
• Public company:
• Private company: 2 members or as provided in articles.
• Lack of quorum:- if quorum is not present within half an hour then meeting can be
cancelled or adjourn with at least 3 days notice.
No. of members Required quorum
Upto 1000 5 members
More than 1000 but upto 5000 15 members
Exceeds 5000 30 members
PROXIES(SEC 105)
• A person who is appointed by a member to attend and vote in a meeting on behalf of the
member of company.
• Proxy is an agent of the member appointing him.
• Proxy is appointed by an instrument.
• Rights:-
Right to attend the meeting.
Right to vote on poll.
Right to demand poll.
• Disabilities:-
No right to speack at the meeting.
Can’t vote by show of hands.
He is not counted for the quorum.
• Representative(sec 112,113):- it is a person authorized by president of India,
governor of state or body corporate to attend and vote at any meeting of the company.
He is considered in quorum. He has same powers and duties as a member have.
• Chairman of GM(sec 104):- he shall be made by voting on a show of hands or by
demand of poll within the present members. In case of equality of votes, he can exercise
his casting vote. His duty is to see that meeting has been duly convened and is properly
constituted and to maintain the decorum at the meeting.
VOTING IN GM
• Voting by show of hands(sec 107):- A resolution shall be decided on show of
hands unless poll is demanded. On a show of hands each member has one vote and a
proxy can’t vote unless provided in articles.
• Voting by poll(sec 109):- poll can be demanded suo moto by chairman or on
demand of following persons:
Public co. having share
capital
Private co. having share
capital
Other company
Any member(s) present in
person or by proxy
• 1/10th of the voting power
• Paid up capital of Rs. 50000
or more.
• 1 member if not more than 7
members are present.
• 2 members if more than 7
members are present.
Any member(s) present in
person or by proxy having
1/10th of total voting power.
RESOLUTION
• Decisions of the company are made by resolutions of its members,
passed at meetings of members. It may be defined as a proposal when
passed and accepted by the members become resolution.
• Types of resolution:-
Ordinary resolution
Special resolution
Resolution requiring a special notice
Ordinary resolution
• It is passed at general meeting with majority votes including casting vote
of chairman.
• When is it needed?
Issue of shares at discount(sec 79(2))
Alteration of share capital (sec94(2))
Reissue of redeemed debentures (sec121)
Appointment of MD (sec 269)
Adoption of statutory report (sec 165)
Increase/ decrease number of directors (sec 258)
Appointment of selling agents (sec 294)
Special resolution
• It is only on special matters and requires majority of 3/4th to pass it.
• A copy of every special resolution has to be filled with registrar along with
the explanatory statement within 30 days of passing resolution.
• When is it needed?
Alteration of memorandum (sec 17(1)& (2))
Change the name of the company (sec 21)
Payment of interests on capital (sec 208(2)& ?(3))
Voluntarily winding up of company (sec550(1b))
Alteration of articles of company (sec 31(1))
Omission or addition of “private” word from name of company (sec 21)
Resolution requiring a special notice
• It is a different kind of ordinary resolution of which a notice of intention to
move a resolution has to be given to the company by the proposer.
• Notice has to be given within 14 days of proposed date of meeting.
• When is it needed?
Appointment of the auditor other than retiring ones (sec 225)
Provision that a retiring auditor will not be reappointed (sec 225)
Removal of a director before the expiry of his/ her period (sec 284)
Appointment of director in the place of director removed (sec 169)
MINUTES
• Every company is required to prepare minutes of proceeding of every meeting of its
board of directors. Proceeding of board meeting must be recorded in separate minutes
book. Minutes should be duly entered in minute book within 30 days of conclusion of
meeting.
• The minutes shall be prepared and signed in such a manner as may be prescribed
• Minutes shall contain a fair and correct summary of proceedings of the meeting
contents
• The names of directors present
• Any resolution is passed at the meeting
THANK YOU FOR
YOUR ATTENTION
ANY QUESTIONS
?

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Meetings of company

  • 2. MEANING OF MEETINGS • Meetings enable face to face contact of number of people at the same time. • Meeting implies coming together of a certain number of members for transacting the business in the agenda, for which notice has been given. • The purpose of meeting is to consider issues of common interests to its attendents.
  • 3. KINDS OF MEETINGS • Shareholder’s meeting Statutory meeting Annual general meeting (AGM) Extraordinary general meeting (EGM) Class meeting • Meeting of creditors • Meeting of directors
  • 4. STATUTORY MEETINGS • The statutory meeting is the first meeting of the members of the company after it commences business. It is held once in lifetime of the company. • Section 157(1) states that “ every company limited by shares and every company limited by guarantee and having a share capital shall , within a period of not less than three months, nor more than six 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’”. • Every public company limited by shares, limited by guarantee and having a share capital are required to hold the statutory meeting.
  • 5. • The Statutory report includes the following: − List of Members − Shares allotted and the amount received from them − Particulars of the directors, managers and secretary − Particulars of contracts that have to be approved − The detail of company’s affairs along with fees and brokerage paid. • Non compliance of this section, every directors or other officer of the company who is in default shall be punishable with fine of Rs. 500.
  • 6. • The Annual General Meeting (AGM) is a required meeting under the ordinance. • It is an annual meeting through which the shareholders control the affairs of the company. • They may raise questions about the affairs of the company including its accounts. • It is, therefore, the AGM of the company that protects the interest of the shareholders. • It is applicable to all companies, except One Person Companies.
  • 7. REQUIREMENTS OF AGM i. It must be held every year. ii. The first AGM is to be held within nine months of incorporation. iii. Every subsequent(coming) AGM is to be held within six months of the closing of the company’s annual financial year. iv. Notice of the date of the meeting is to be send twenty one days before such date to the shareholders whereas in case of a listed company the notice is also required to be published in the newspaper. v. In case of default in complying with any of these requirements all officers party to such default shall be held liable. vi. The gap between two AGMs should not be more than fifteen months.
  • 8. • Time of AGM:- business hours i.e 9am and 6 pm. • Day of AGM:- not on national holiday. • Place of AGM:- the registered office of company  some other place within the city, town or village in which the registered office is situated. • Business of AGM:- ordinary business as well as special business
  • 9. EXTRA ORDINARY GENERAL MEETING (EGM) • According to section 159 all general meetings of a company , other than AGM and the statutory meeting are called Extra Ordinary General Meeting. Such meetings are called to deal with some urgent special business that can not be postponed till the AGM. • These meetings are called by two ways: i. by Directors. ii. on the Requisition of Members.
  • 10. i. Calling of Extra Ordinary General Meeting by Directors: • The directors may at any time call the Extra Ordinary General Meeting of the company to consider any matter which requires the approval of the company in general meeting. ii. Calling of Extra Ordinary General Meeting on the Requisition of Members. • The directors shall, on the requisition of members representing the one tenth of the voting power on the date of deposit of requisition, forthwith to proceed to call an extra ordinary general meeting.
  • 11. REQUIREMENTS OF CALLING EGM ON THE REQUISITION OF MEMBERS. • The requisition shall state the objects of the meeting. • It will be signed by the requisitionists. • The requisition will be deposited at the registered office of the company. • If the directors do not proceed within the twenty one days from the date of the requisition being so deposited to call a meeting, the requisitionists may themselves call the meeting. • The meeting so called shall be held within three months from the date of depositing such requisition. • The meeting will be called in the same manner as the meetings are called by directors.
  • 12. • Class meetings : It is held for securing the consent of a particular class of shareholder for altering their rights and privileges or for conversion of one class into other. • Meetings of creditors : The meetings of debenture holder and creditors may be required to secure their support in effecting some scheme of compromise or arrangement of their rights. • Board meetings : It is required for setting the general business policy and overall supervision of management. All the major questions are dicussed, which are held at regular intervals.
  • 13. TYPES OF BUSINESS • Ordinary business: Annual accounts of the company Declaration of dividend Retirement and appointment of auditors Retirement and appointment of Directors • Special business: All other business other than ordinary business.
  • 14. NOTICE OF MEETINGS • Period of notice:- 21 days clear notice excluding the day of notice served and day of GM. • Mode of notice:- in writing or by electronic mode as prescribed. • Contents of notice:- place, date, day,and hour of GM and agenda of meeting. • Shorter notice:- if consent is given by 95% of members and consent is given in writing or by electronic mode. • Notice to whom:- every director, every member, legal representative of deceased member, auditors.
  • 15. QUORUM FOR GM • Minimum number of members who must be present in order to constitute a valid meeting. • Public company: • Private company: 2 members or as provided in articles. • Lack of quorum:- if quorum is not present within half an hour then meeting can be cancelled or adjourn with at least 3 days notice. No. of members Required quorum Upto 1000 5 members More than 1000 but upto 5000 15 members Exceeds 5000 30 members
  • 16. PROXIES(SEC 105) • A person who is appointed by a member to attend and vote in a meeting on behalf of the member of company. • Proxy is an agent of the member appointing him. • Proxy is appointed by an instrument. • Rights:- Right to attend the meeting. Right to vote on poll. Right to demand poll. • Disabilities:- No right to speack at the meeting. Can’t vote by show of hands. He is not counted for the quorum.
  • 17. • Representative(sec 112,113):- it is a person authorized by president of India, governor of state or body corporate to attend and vote at any meeting of the company. He is considered in quorum. He has same powers and duties as a member have. • Chairman of GM(sec 104):- he shall be made by voting on a show of hands or by demand of poll within the present members. In case of equality of votes, he can exercise his casting vote. His duty is to see that meeting has been duly convened and is properly constituted and to maintain the decorum at the meeting.
  • 18. VOTING IN GM • Voting by show of hands(sec 107):- A resolution shall be decided on show of hands unless poll is demanded. On a show of hands each member has one vote and a proxy can’t vote unless provided in articles. • Voting by poll(sec 109):- poll can be demanded suo moto by chairman or on demand of following persons: Public co. having share capital Private co. having share capital Other company Any member(s) present in person or by proxy • 1/10th of the voting power • Paid up capital of Rs. 50000 or more. • 1 member if not more than 7 members are present. • 2 members if more than 7 members are present. Any member(s) present in person or by proxy having 1/10th of total voting power.
  • 19. RESOLUTION • Decisions of the company are made by resolutions of its members, passed at meetings of members. It may be defined as a proposal when passed and accepted by the members become resolution. • Types of resolution:- Ordinary resolution Special resolution Resolution requiring a special notice
  • 20. Ordinary resolution • It is passed at general meeting with majority votes including casting vote of chairman. • When is it needed? Issue of shares at discount(sec 79(2)) Alteration of share capital (sec94(2)) Reissue of redeemed debentures (sec121) Appointment of MD (sec 269) Adoption of statutory report (sec 165) Increase/ decrease number of directors (sec 258) Appointment of selling agents (sec 294)
  • 21. Special resolution • It is only on special matters and requires majority of 3/4th to pass it. • A copy of every special resolution has to be filled with registrar along with the explanatory statement within 30 days of passing resolution. • When is it needed? Alteration of memorandum (sec 17(1)& (2)) Change the name of the company (sec 21) Payment of interests on capital (sec 208(2)& ?(3)) Voluntarily winding up of company (sec550(1b)) Alteration of articles of company (sec 31(1)) Omission or addition of “private” word from name of company (sec 21)
  • 22. Resolution requiring a special notice • It is a different kind of ordinary resolution of which a notice of intention to move a resolution has to be given to the company by the proposer. • Notice has to be given within 14 days of proposed date of meeting. • When is it needed? Appointment of the auditor other than retiring ones (sec 225) Provision that a retiring auditor will not be reappointed (sec 225) Removal of a director before the expiry of his/ her period (sec 284) Appointment of director in the place of director removed (sec 169)
  • 23. MINUTES • Every company is required to prepare minutes of proceeding of every meeting of its board of directors. Proceeding of board meeting must be recorded in separate minutes book. Minutes should be duly entered in minute book within 30 days of conclusion of meeting. • The minutes shall be prepared and signed in such a manner as may be prescribed • Minutes shall contain a fair and correct summary of proceedings of the meeting contents • The names of directors present • Any resolution is passed at the meeting
  • 24. THANK YOU FOR YOUR ATTENTION ANY QUESTIONS ?