STATUTORY MEETING

AGM EGM CLASS MEETING

MEETING OF CREDITORS & CONTRIBUTORIES

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

Period within which Statutory meeting is held:-

After one month and within 6 months from the date of certificate of incorporation of business.

The directors are required to send notice of the meeting to every member of the company at least 21 days before the date of the meeting stating that it is the statutory meeting of the company

To acquaint shareholders of the progress of the company since incorporation

To discuss matters arising out of promotion & formation of the company

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

A Statutory report must set out

The total number of shares issued, distinguishing shares as fully paid up or partly paidThe total amount of cash received in respect of total shares allottedThe names, addresses & occupation of the company’s directors, auditors, M.D, manager & secretary of the companyThe particulars of any contract & modification of any contract to be submitted to the meeting for approval

A 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

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

Default in complying with the provisions shall make every director or other officer of the company liable to a fine

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.

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.

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

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.

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

The second AGM shall be held at the earliest of the following dates:-

Six months from the close of the financial year. With 15 months from the previous AGM Last date of the calendar year

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

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

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 NCLTNCLT may call or direct the calling of the meeting and give such directions for the purpose as it thinks fit

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

EGM is usually called for such purposes : Alteration of Memorandum & Articles of the company Increase or decrease of share capital or reorganisation of capital

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

By Directors By directors on the requisition of shareholders By requisitioning shareholders By NCLT

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

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

Notice of the Board Meeting

The notice should state the date, time & place of the meeting

Along with the notice a copy of the agenda is also sent (not mandatory)

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