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Company Meetings
COMPANY MEETINGS
• A meeting may be generally defined as gathering or assembling or getting together of number of persons for transacting any lawful business
• There must be at least 2 people to constitute a valid meeting
• Company meeting must be convened & held in perfect compliance with companies act
COMPANY MEETINGS
MEETING OF
COMMITTEE
BOARD
BOARD MEETIN
G
SHAREHOLDERS’ MEETIN
G
MEETING OF
DEBENTURE
HOLDERS
MEETING OF
CREDITORS
STATUTORY MEETING
AGM EGM CLASS MEETING
MEETING OF CREDITORS & CONTRIBUTORIES
STATUTORY MEETING
The first meeting of the shareholders of a public company is known as a Statutory meeting
U/S 165 of the Companies Act the following Companies are required to hold a Statutory meeting once in the life time of the Company1.A Public Company with Share Capital2.A Public Company limited by guarantee having Share
Capital
STATUTORY MEETING
Period within which Statutory meeting is held:-
After one month and within 6 months from the date of certificate of commencement of business.
NOTICE
The directors are required to send notice of the meeting to every member of the company at least 21 clear days before the date of the meeting stating that it is the statutory meeting of the company
OBJECT OF THE MEETING
To acquaint shareholders of the progress of the company since incorporation
To discuss matters arising out of promotion & formation of the company
STATUTORY REPORT
Report must be certified as correct by at least 2 directors, one of whom shall be a M.D, where there is one
Report must be certified as correct by the auditors of the company
A copy of this report must be filed with registrar for registration
STATUTORY REPORTA Statutory report must set out
The total number of shares issued, distinguishing shares as fully paid up or partly paid
The total amount of cash received in respect of total shares allotted
The names, addresses & occupation of the company’s directors, auditors, M.D, manager & secretary of the company
The particulars of any contract & modification of any contract to be submitted to the meeting for approval
STATUTORY REPORTA Statutory report must set out
The particulars of any commission or brokerage paid or to be paid to directors and the manager in connection with the sale of shares or debentures of the company
The details of arrears, if any, due from directors , M.D. or manager
The extent to which the underwriting contract has not been carried out and reasons therefore
PROCEEDINGS AT THE MEETING
The Board shall place at the meeting a list showing the names, addresses & occupation of the members of the company and the number of shares held by them respectively
The members present may discuss any matter relating to the formation of the company or arising out of the statutory report but no resolution can be passed unless notice has been given
CONSEQUENCES OF DEFAULT
Default in complying with the provisions shall make every director or other officer of the company liable to a fine of upto five thousand rupees
The Registrar or a contributory may file a petition for the winding up of the company if default is made in delivering the statutory report to the Registrar or in holding the statutory meeting on or after 14 days after the last date on which the statutory meeting ought to have been held.
ANNUAL GENERAL MEETING
Must be held by every type of company, public or private, limited by shares or by guarantee, with or without share capital or unlimited company, once a year.
Every company must in each year hold an annual general meeting.
Not more than 15 months must elapse between two annual general meetings.
ANNUAL GENERAL MEETING
However, a company may hold its first annual general meeting within 18 months from the date of its incorporation
In such a case, it need not hold any annual general meeting in the year of its incorporation as well as in the following year
ANNUAL GENERAL MEETING
The following matters constitute ordinary business at an AGM :-Consideration of annual accounts, director’s report and the auditor’s report
Declaration of dividend Appointment of directors in the place of those retiring
Appointment of and the fixing of the remuneration of the statutory auditors
All other matters and business to be discussed at the AGM are special business.
ANNUAL GENERAL MEETING
If any special business is to be transacted, the notice convening the meeting must contain a statement setting out all facts concerning each such item of business, including the nature and extent of interest of every director or manager in it
ANNUAL GENERAL MEETING
The second AGM shall be held at the earliest of the following dates:- Six months from the close of the financial year.
Within 15 months from the previous AGM Last date of the calendar year
ANNUAL GENERAL MEETING
Time & Place of Meeting (Sec. 166(2) )
AGM must be held at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated
The meeting should be held during business hours on a day which is not a public holiday
ANNUAL GENERAL MEETING Adjourned AGM on a public holiday
The Department of Company Affairs has clarified that there is no contravention of Sec. 166(2) if an adjourned AGM, comes to be accidentally held on a public holiday
Notice
At least 21 days’ written notice must be given to members for calling an AGM
However, such a meeting may be called with shorter notice if it is agreed to by all the members entitled to vote in the meeting
CONSEQUENCES OF DEFAULT
Default in complying with the provisions shall make every director or other officer of the company liable to a fine which may extend to Rs. 50,000
In case of continuing default, with a further fine which may extend to Rs. 2,500 per day
If default is made in holding AGM, any member of the company may apply to NCLT
NCLT may call or direct the calling of the meeting and give such directions for the purpose as it thinks fit
EXTRAORDINARY GENERAL MEETING
All general meetings of the company other than AGM & Statutory meeting are called EGM
These meetings are called in emergencies or on special occasions
EGM is called when it is necessary to transact certain business which cannot be postponed until the next AGM
EXTRAORDINARY GENERAL MEETING
EGM is usually called for such purposes : Alteration of Memorandum & Articles of the
company Increase or decrease of share capital or
reorganisation of capital
CONVENING EXTRAORDINARY GENERAL MEETING
NOTICE The requisite notice for EGM is 21 days
TIME & PLACE OF MEETING EGM may be held anytime, on any day
including a public holiday and at a place other than the registered office of the company or even outside the city
CONVENING EXTRAORDINARY GENERAL MEETING
By Directors By directors on the requisition of shareholders By requisitioning shareholders By NCLT
CLASS MEETINGS
Class meetings are meetings which are held by holders of a particular class of shares, e.g., preference shareholders.
Such meetings are normally called when it is proposed to vary the rights of that particular class of shares
Class meetings are held to pass resolution which will bind only the members of the class concerned, and only members of that class can attend and vote.
CLASS MEETINGS
All provisions pertaining to calling of a general meeting and its conduct apply to class meetings in like manner as they apply with respect to general meetings of the company
MEETING OF THE BOARD OF DIRECTORS
Meetings of the directors are known as Board Meetings
It is the most important as well as the most frequently held meeting of the company
All important matters relating to the company and its policy are discussed and decided upon
MEETING OF THE BOARD OF DIRECTORS
Frequency of Board Meeting
Board meeting must be held once in at least three months
At least four such meetings must be held in one year
Central Govt. may exempt certain companies if they do not have enough work to justify expenditure on quarterly meetings
MEETING OF THE BOARD OF DIRECTORS
Notice of the Board Meeting
The Companies Act does not specify any period of notice for Board meetings
If the Articles provide a definite period of notice, the secretary must ensure the same
In the absence of any provision, a reasonable notice must be given to enable directors to attend the meeting
MEETING OF THE BOARD OF DIRECTORS
Notice of the Board Meeting
Sec 286 provides that the notice should of every meeting must be given in writing to every director for the time being in India and at the usual address in India to every other director
It should state the date, time & place of the meetingUsually a weeks notice is considered sufficient Along with the notice a copy of the agenda is also
sent (not mandatory)
MEETING OF THE BOARD OF DIRECTORS
QUORUM
1/3rd of its total strength or 2, whichever is higher
If a meeting cannot be held for want of quorum, it stands adjourned
Where a meeting was called but could not be held, it shall be counted towards the minimum number of meetings which must be held in one year
If a meeting can not be held for want of quorum, then, unless
The articles so provide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place , or if that day is a public holiday till the next succeeding day which is not a public holiday, at the same time and place.
Procedure where meeting is adjourned for want of quorum Sec 288
MEETING OF THE BOARD OF DIRECTORS
CHAIRMAN
Every meeting of the board must have a Chairman to preside over it
The Articles usually name the Chairman who shall preside over the Board Meeting
If the Articles do not name the Chairman, the directors may elect & also determine a period for which he has to hold the office
MEETING OF THE BOARD OF DIRECTORS
CHAIRMAN
If the Chairman is not present within 15 minutes, after the time appointed for holding the meeting, the directors may choose a new chairman out of those present
The Chairman of the Board presides also at general meetings & is referred to as the chairman of the company
MEETING OF THE BOARD OF DIRECTORS
RESOLUTION BY CIRCULATION
Generally decisions are taken by directors by passing resolutions in meetings
But if it is not possible to hold meeting, the Board may pass a resolution by circulation
MEETING OF THE BOARD OF DIRECTORS
RESOLUTION BY CIRCULATION Sec 289
No resolution shall be deemed to have been passed by circulation unless The resolution has been circulated in draft
together with the necessary papers among all directors present in India
The number of directors among whom it is circulated must not be less than the quorum fixed for the board meeting
It has been approved by a majority who are entitled to vote on the resolution
MEETING OF THE BOARD OF DIRECTORS
RESOLUTIONS AT MEETINGS ONLY
Following powers must be exercised by the company only by means of resolution passed at the meeting of the board The power to make calls The power to issue debentures The power to borrow money The power to invest the funds of the company The power to make loans
Contd…..
MEETING OF THE BOARD OF DIRECTORS
RESOLUTIONS AT MEETINGS ONLY
The power to fill up a casual vacancy The power to accord consent to a director to
enter into certain contracts with the company The power to appoint any person as M.D who is
already the M.D or Manager of another company The power to invest in shares & debentures of
another company
MEETING OF THE BOARD OF DIRECTORS
VOTING
Matters discussed at the Board meeting must be decided by a simple majority (unless Articles provide otherwise)
In case of equality of votes the Chairman will have the second or casting vote
However, the Act requires the unanimous consent of all the directors in certain matters
MEETING OF THE BOARD OF DIRECTORS
VALIDITY OF ACTS OF DIRECTORS
Acts committed by a director are valid
No act of the director will be held valid after his appointment has been shown to the company as invalid
MEETING OF DEBENTURE HOLDERS
Such meetings are held in accordance with the rules & regulations that are in trust deed or endorsed on the debenture like Notice Appointment of chairman of meeting Passing the resolutionQuorum etc.
These meetings are called time to time where the interest of the debenture holders are involved. (In case of winding up or amalgamation or reconstruction of a company)
MEETING OF CREDITORS & CONTRIBUTORIES
Such meetings are held when the company has gone into liquidation
these meetings are held to ascertain the total amount due by the
company to its creditors To appoint liquidators to wind up the affairs of
the company or To appoint a committee of inspection
MEETING OF CREDITORS
These meetings are called when the company proposes to make arrangement with its creditors
REQUISITES OF A VALID MEETING
Proper Authority Proper Notice Quorum Chairman Minutes
REQUISITES OF A VALID MEETING
PROPER AUTHORITY
A general meeting of the shareholders of the company may be convened by the following :
By the Board of Directors By Directors on the requisition of shareholders By NCLT
REQUISITES OF A VALID MEETING
NOTICE Notice is an advance intimation of a meeting so
as to give the person receiving it an opportunity to prepare himself for it
LENGTH OF NOTICE
CONTENTS OF NOTICE
ORDINARY BUSINESS SPECIAL BUSINESS
REQUISITES OF A VALID MEETING
PERSON ENTITLED TO NOTICE
MODE OF GIVING NOTICE
OMISSION TO GIVE NOTICE
NOTICE OF AN ADJOURNED MEETING
REQUISITES OF A VALID MEETING
QUORUM
Quorum for general meetingsProxy not to be countedJoint holders as single memberRepresentative as membersOne member cannot constitute a meeting
Exceptions
REQUISITES OF A VALID MEETING
CHAIRMAN APPOINTMENT DUTIES
He must act in the interest of the companyHe must ensure that the meeting is properly
convened He must see that the order is maintained in
meeting He must ensure that the provisions of the Act
& Articles are observedHe must ensure that motions & amendments
are in order & within the scope of the meeting
REQUISITES OF A VALID MEETING
POWERS
To decide on the priority of speakers To expel any unruly member To adjourn the meetingTo demand poll To sign and date the proceedings of the
meeting
REQUISITES OF A VALID MEETING
PROXY
APPOINTMENT OF PROXY & HIS RIGHTS Any member of a company has got the
right to appoint another person as his proxy to attend and vote instead of himself
Unless the Articles otherwise provideNo proxy in case of a company having no
share capitalMember of a pvt company cannot appoint
more that one proxy Proxy cannot vote except on a poll
REQUISITES OF A VALID MEETING
PROXYSTATEMENT IN THE NOTICE INSTRUMENT OF PROXYDEPOSIT OF PROXY INVITATION TO MEMBERS PROHIBITED INSPECTION OF PROXIES BY MEMBERSRELATIONSHIP BETWEEN MEMBERS &
PROXIESREVOCATION OF PROXYPOSITION OF REPRESENTATIVE OF
COMPANIES & GOVT.
VOTINGVoting by show of hands
Position of representatives of companies & government
Chairman’s declaration on show of hands conclusive
Rough & ready method
VOTINGVoting by Poll
Demand for poll
Time of taking poll
RESOLUTIONS KINDS OF RESOLUTIONS
ORDINARYSPECIAL RESOLUTION REQUIRING SPECIAL
NOTICE
ORDINARY RESOLUTION Business transacted by ordinary resolutions
Issue of shares at a discountAdoption of annual accountsAppointment of auditors & fixing their
remunerationAppointment of directors at AGMDeclaration of dividendsIssue of bonus sharesAuthorizing voluntary winding up etc…
Special resolution Business transacted by special resolutions
Alteration of memorandumAlteration of the name of the company with
the approval of Central Govt.Alteration of Articles of AssociationCreation of Reserve capitalReduction of CapitalVariation in the rights of the holders of any
class of shares etc….
ORDINARY RESOLUTION Resolution requiring special notice
For a resolution at an AGM providing that a retiring auditor shall not be appointed
For a resolution for removal of director before the expiry of his term
For a resolution for appointment as auditor of a person other than retiring auditor
The articles of a company may provide additional matters in respect of which special notice is required
MINUTESStatutory Provisions regarding Minutes
Obligation to maintain minutes Numbering of pagesSigning of MinutesFair & correct summaryContents of Minutes of Board meetingsDefamatory & irrelevant matters to be excludedMinutes as evidence of proceedingsLocation & inspection of minute booksPublication of reports