COMPANY MEETINGSCOMPANY MEETINGS

COMPANY MEETINGSCOMPANY MEETINGS““Any gathering, assembly or coming Any gathering, assembly or coming

together of two or more persons for the together of two or more persons for the transaction of some lawful business of transaction of some lawful business of common concern is called meeting.”common concern is called meeting.”

“ “ A concurrence or coming together of at A concurrence or coming together of at least a quorum* of members by previous least a quorum* of members by previous notice or mutual agreement for notice or mutual agreement for transacting business for a common transacting business for a common interest is a meeting.”interest is a meeting.”

**Quorum= Min. no. of persons required to Quorum= Min. no. of persons required to personally present for a valid meetingpersonally present for a valid meeting

Characteristics of meetingCharacteristics of meeting::

Two or more persons required Two or more persons required (except if otherwise provided)(except if otherwise provided)

For some lawful businessFor some lawful business Notice pre-requisition for intimationNotice pre-requisition for intimation Specified date, place and timeSpecified date, place and time Company’s meetings governed by Company’s meetings governed by

provisions of co’s act, 1956provisions of co’s act, 1956

DefinitionDefinition

Definition:Definition: when two or more than when two or more than two persons come together to two persons come together to discuss matters of common interest, discuss matters of common interest, there is said to be a meeting. there is said to be a meeting.

Kinds of meetings

Meeting of members Meeting of directors Meeting of the creditors

General meeting Class meetingBoard meetings Committee meeting Creditors Debentures holders

Statutory Meeting

Annual general meeting

Extra ordinary meeting

BOARD OF DIRECTORS BOARD OF DIRECTORS MEETINGMEETING

Except for the issues on which the Except for the issues on which the decision-making right rests with decision-making right rests with the shareholders, all matters of the the shareholders, all matters of the co. are dealt with in the meetings of co. are dealt with in the meetings of its Board of Directorsits Board of Directors

Meetings of directors classified as:Meetings of directors classified as:

1.1. Meetings of BODs’Meetings of BODs’

2.2. Meetings of Directors’ committeesMeetings of Directors’ committees

CREDITORS MEETINGSCREDITORS MEETINGS

A creditors meeting, is in fact not a co’s A creditors meeting, is in fact not a co’s meeting because such a meeting is meeting because such a meeting is organized by creditorsorganized by creditors

Called to settle the suit between the Called to settle the suit between the Creditors and co.Creditors and co.

To get the creditors consent in To get the creditors consent in Amalgamation and reorganisation of the Amalgamation and reorganisation of the co.co.

To get creditors consent at the time of To get creditors consent at the time of Amalgamation of the co.Amalgamation of the co.

DEBENTURE HOLDERS DEBENTURE HOLDERS MEETINGMEETING

Rules regarding conduct printed on Rules regarding conduct printed on reverse of the debenture certificatesreverse of the debenture certificates

Called for alteration of the Called for alteration of the repayment schedulerepayment schedule

Also called when the rights of the Also called when the rights of the debenture-holders altereddebenture-holders altered

STATUTORY MEETINGSTATUTORY MEETING

According to Section 165 of Co’ s act 1956 “ Every co limited by shares and every co, limited by guarantee and having share capital, shall, within a period of not less than one month and not more than six moths from the date at which the co. is entitled to commence business, hold a general meeting of the members of the , company, which shall be called the statutory meeting.”

To discuss the success of the flotation andTo discuss the success of the flotation and To approve any modification in the contracts To approve any modification in the contracts

specified in the prospectus, if need arises.specified in the prospectus, if need arises.

OBJECT OF STATUTORY MEETINGS

ANNUAL GENERAL MEETINGANNUAL GENERAL MEETING

MeaningMeaning: “Every co. must hold in each : “Every co. must hold in each year, in addition to any other year, in addition to any other meetings, a general meeting of its meetings, a general meeting of its members, which is called the co’s members, which is called the co’s AGM”AGM”

Who can call AGM:Who can call AGM: In normal case, by companyIn normal case, by company In special circumstances, by Central In special circumstances, by Central

governmentgovernment

Features of AGM Mandatory for both private and public co.Mandatory for both private and public co. At least once in a yearAt least once in a year To appraise financial performance and To appraise financial performance and

positionposition Declaration of dividendDeclaration of dividend To present Director’s and Auditor’s reportTo present Director’s and Auditor’s report

Its PurposeIts Purpose1.1. General Business General Business (Final accounts , dividend , appoint the (Final accounts , dividend , appoint the

directors in place of retiring by rotation )directors in place of retiring by rotation )

2.2. Special Business Special Business (Increasing the co’s authorized share (Increasing the co’s authorized share capital)capital)

Provision or rules for holding Provision or rules for holding AGMAGM

First annual general meeting (First annual general meeting (must be held must be held

in within daysin within days))..

Subsequent annual general meeting Subsequent annual general meeting ((the gap b/w 1 annual general meeting & next should not be the gap b/w 1 annual general meeting & next should not be more than 15 months).more than 15 months).

Notice (Notice (co. must give at least 21 days notice for co. must give at least 21 days notice for

convening any GMconvening any GM)). .

Date , time , place(Date , time , place(not public holiday , at not public holiday , at

registered office registered office )). .

Postponement Postponement

EXTRA ORDINARY GENERAL EXTRA ORDINARY GENERAL MEETINGMEETING

Meaning:Meaning: all general meeting other all general meeting other than statutory meeting and AGM are than statutory meeting and AGM are called extraordinary meeting. All called extraordinary meeting. All general meeting other than annual general meeting other than annual general meeting shall be called general meeting shall be called extraordinary general meeting. extraordinary general meeting.

Rules for holding extra-ordinary Rules for holding extra-ordinary general meeting.general meeting.

Who can convene?Who can convene? The board of directors.The board of directors. The directors on requisition.The directors on requisition. Company law tribunal.Company law tribunal. Requisitionists.Requisitionists.

CLASS MEETINGSCLASS MEETINGS

When the co. having different classes When the co. having different classes of shares .To alter or define the of shares .To alter or define the rights and obligations of class of rights and obligations of class of shareholders e.g. conversion of shareholders e.g. conversion of preference into equity.preference into equity.

Passed by special resolution.Passed by special resolution.

Requisites of valid meeting Requisites of valid meeting

The meeting must be duly convened The meeting must be duly convened by a proper authority .by a proper authority .

Notice must be served in the Notice must be served in the prescribed manner to all the persons .prescribed manner to all the persons .

A quorum must be present A quorum must be present A chairman must be preside A chairman must be preside Minutes of the proceedings of the Minutes of the proceedings of the

meeting shall be kept.meeting shall be kept.