MEETINGS

Shumeet K. Grewal

• The word ‘Meetings’ implies the coming together of a certain number of members for transacting the business in agenda, for which a previous notice has been given.

Shumeet K. Grewal

Statutory Meeting (Sec 165)

• Time Limit for holding the statutory meeting – With in a period of not less than one month – Not more than six months from the date at which the company is entitled to commence the business.

– A meeting held before the statutory period of one month from the date of entitlement of the company to commence business cannot be called statutory meeting.

Shumeet K. Grewal

• Objective – To discuss the success of formation of company – Approve any change in the contracts specified in the prospectus, if need arises – Provide other information to the members.(shares allotted, preliminary expenses , contracts entered etc) Shumeet K. Grewal

• Notice – The notice of meeting along with statutory report must be given at least 21 clear days before meeting.

– The notice must specifically state that meeting is statutory meeting – If members holding 95% of paid up capital having voting rights consent, then a shorter notice may be sufficient Shumeet K. Grewal

Time, Date and Place – Time , date and place of the meeting must be mentioned in the notice.

Statutory Report -The directors, are required to send a report called a statutory report to every member of the company at least 21 days before the date of meeting.

Shumeet K. Grewal

• Contents of statutory report – Shares – Cash received – Directors, auditors and other managerial personnel – Contracts – Arrears of calls – Commission and brokerage Shumeet K. Grewal

• Filing of statutory report A certified copy of the statutory report shall be delivered to the registrar for registration immediately after the same have been sent to the members.

Shumeet K. Grewal

• Procedure – List of members – Matters for discussion – Adjournment – Minutes of meeting – Effects of non compliance.

– Fine – Winding up Shumeet K. Grewal

ANNUAL GENERAL MEETING

• Every company shall in each year hold, in addition to any other meeting, a general meeting as its annual general meeting.

• The term year has not been defined in companies act. As defined in general clauses act, year means a calendar year Shumeet K. Grewal

• Objective of AGM – Its desirable that shareholders should meet at least once every year to review the working of the company.

– The board of directors place accounts for consideration, approval shareholders in AGM.

and adoption by – Shareholders exercise control by re- electing the directors and auditors – Dividend proposed by directors is declared in the AGM Shumeet K. Grewal

• Time period with in which AGM is held – First AGM must be held within 18 months from the date of incorporation – Subsequently there must be one meeting held in each year i.e. calendar year.

– The gap between two AGM’s must not be more than 15 months – AGM must be held not later than 6 months from the close of the financial year Shumeet K. Grewal

• Extension of Time – The registrar may, for any special reason extend the time for holding the annual general meeting(except the first annual general meeting) for a period of not exceeding three months.

– An annual general meeting held beyond the due date is not void and all the resolutions passed in such AGM are valid. The only effect is that it involves penalty.(i.e. Rs 50000 and additional Rs 2500 for every day of default.) Shumeet K. Grewal

. – – Notice Company must give at least 21 clear days notice for convening AGM.

The period of 21 days is calculated from the date of receipt the notice by the members .

Time date and place of holding the meeting • • • Every AGM will be called during business hours.

AGM will be called on a day which is not a public holiday Public holiday includes Sunday and any other holiday declared by central Govt. to be a public holiday Shumeet K. Grewal

• Quorum --Quorum of AGM is 5 members for public company and 2 members of private company personally present.

• Business to be transacted – Ordinary business – Special business Shumeet K. Grewal

• Power of central Govt. to call AGM – If a company fails to hold AGM with in the prescribed time, the Central Govt. on the application of any member may either call or direct the calling of general meeting of the company.

– Only Central Govt. has the power to order the convening of a meeting after the statutory time has lapsed.

Shumeet K. Grewal

• Penalty – May extend to Rs 50000 – Fine may further extend to Rs 2500 everyday if the default continues.

Shumeet K. Grewal

EXTRAORDINARY GENERAL MEETING

• • All general meeting other than AGM shall be called extraordinary general meetings.

Need – Change in M.O.A

– Change in A.O.A

– Reduction of share capital – Issue of debentures – Removal of Director – Removal of Auditor.

Shumeet K. Grewal

REQUISITES OF VALID MEETING

• • • • • Proper authority Notice Proper Quorum Chairman of meeting Minutes of Meeting Shumeet K. Grewal