Company Meetings Presentations

8/8/2019 Company Meetings Presentations

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COMPANY MEETINGSCOMPANY MEETINGS


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Company meetings:Company meetings:

When two or more than two persons get together at one place todiscuss any common issue, it is called a meeting. Meetings of

the shareholders or of the Directors or the Debenture holders are

called the company meeting.

Different types of company meetings:

1.General meetings(Meetings of share holders)

(a)Statutory meeting

(b)Annual General meeting

(c)Extraordinary General meeting2.Class meetings.

3.Meetings of Creditors and debenture holders.

4.Board meetings.


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CONTENTS:CONTENTS:

I. Company Meetings

II. Resolution

III. Minutes

IV. Accounts

V. Audits

VI. Dividends


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General meetings:General meetings:

(Meetings of share holders)(Meetings of share holders) Statutory meeting First official general meeting of the shareholders

It should be hold within a period of not less than

one month and not more than six month from the

date of the commencement of business

Objectives:

To apprise its share holders

To analyze the existing and future position of thecompany

To deals with existing financial situation of the

company,contracts entered into, management and

other aspect of the company


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Statutory Report:Statutory Report:

Board of directors forward a report before 21days of the meeting to every member containingfollowing information:

Total amount of shares allotted

Total amount of cash received An abstract of the receipts and payment

An account of preliminary expenses

Particulars of any commission or brokerage paidor to be paid

Name, address and occupation of each member

Details of underwriting contract, if any

Proceedings at the statutory meetings:


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Annual general meetingAnnual general meeting

Essential for any company to hold annually

It must be held in addition to other meeting

Also called the ordinary general meeting

Legal provisions:

Time of holding the first annual general

meeting

Time of holding the subsequent annualgeneral meetings

Notice to call the annual general meeting


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Proceedings at annual general meetingProceedings at annual general meeting

Following businesses is transacted in the annual general

meeting :

Considerations of accounts, and the reports of the Board of

directors and the auditors

Appointment of auditors and fixing their remuneration

Declaration of a dividend;

Appointment of directors in place of those of retiring

If the company fails to hold the annual general meeting

within prescribed time, the company law board is

empowered to give such directions to the company, as it

thinks necessary, regarding the holding and conducting of

the meeting. Also the company and every officer of the

company liable for the default will be punished by fine.


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Extra ordinary meeting (sec 169)Extra ordinary meeting (sec 169) The meeting which is apart from the general

meeting and statutory meeting is know as extraordinary meeting.

This meeting is held under followingcircumstances:

By the board of Directors

By board of Directors on the requisition of notless than 1\10th of the member holding paid upcapital of the company carrying the voting rights,

in the case of company having the share capital. By board of Directors in case of the company not

having share capital on the requisition of themember holding 1\10th of total voting power.


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Board meeting (sec 285, 286)Board meeting (sec 285, 286)

A meeting of boards of directors which

held in every three months for the

company prospect of view is known as

board meetings.

Day, Time and venue does not matter.


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Class meetingClass meeting

Class meetings are separate meetings of

holders of different classes of shares.

They are held in cases where their rights

are sought to be affected.


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RESOLUTIONRESOLUTION A proposal when passed and accepted by the members becomes a Resolution.

A Resolution may be defined as the formal decision of a meeting on any proposal

before it.

TYPES OFRESOLUTION:

1.Ordinary Resolution: Section 189(1)States that a Resolution is said to be an

ordinary Resolution when the votes cast at a general meeting by members in its

favour are more than the votes cast against it.

Necessity of ordinary Resolution2.Special Resolution: According to section 189(2)a Special Resolution is one which

is passed at a general meeting of a company by a majority of 75 per cent of the

members present and entitled to vote.

Necessity of special Resolution

3.Resolution requiring special Notice: Section 190(1) provides where specialnotice is required of any Resolution, notice of the intention to move the Resolution

must be given to the company not less than 14 days before the meeting at which it

is to be moved, exclusive of the day on which the notice is served or deemed to be

served and the day of the meeting.

Necessity of this type of resolution


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A special Resolution is required for the following:

To commence any new line of business.

To change the name of the company.

To fix the remuneration of directors, where the articles require such

resolution.

To apply to a court to wind up the company.

To alter or add to the articles To make loans or provide guarantees or securities to other companies

under the same management.

To alter the objects clause of the memorandum.

To enable certain persons to be appointed directors with a special notice.

To determine that any portion of the uncalled share capital shall be called

up except for the purpose of winding up.

To approve the terms of issue of debentures or the terms of loans.

To reduce the share capital.

To shift the registered office outside local limits


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AuditsAudits

Audits are performed to ascertain the

validity and reliability of information, also toprovide an assessment of a system's internalcontrol.

Audit of cost accounts

The central government may, by order, directthat in the case of companies engaged in production, processing, manufacturing ormining activities, an audit of cost accounts ofthe company shall be conducted, in such amanner as may be specified in the order, byan auditor who shall be cost a accountantwithin the meaning of the cost and work

accountants act, 1959.


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Qualification of auditorsQualification of auditors

A person shall not be qualified for appointment as auditor

of a company unless he is a chartered accountant withinthe meeting of the chartered accountants act, 1949.

Disqualification of auditors

A body corporate;

An officer or employee of the company;

A person who is a partner, or who is in the employment,or an officer or employee of the company;

A person who is indebted to the company for an amountexceeding Rs. 1000 or who has given any guarantee orprovided any security in connection with the indebt ness

of any third person to the company for an amountexceeding Rs. 1000

A person holding any security of that company after aperiod of one year from the date of commencement ofcompanies (amendment) act, 2000.


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RightsRights ofof auditorauditor toto attendattend generalgeneral meetingmeeting

Shall be entitled to attend any generalmeeting and to be heard at any general

meeting which he attends on any part of the

business which concerns him as auditor.

shall have a right to access at all times to the books and accounts and vouchers of the

company.

Power and duties Loans and advances made by the company

on the basis of security have been properly

secured.


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ContCont

Whether loans and advances made by thecompany have been shown as deposits.

Where it is stated in the books and papers ofthe company that any shares have been

allotted for cash, whether cash has actuallybeen received in respect of such allotment,and if no cash has actually been so received,whether the position as stated in the account

books and the balance sheet is correct,regular and not misleading.

Whether transaction of the company whichare represented merely by book entries arenot prejudicial to the interests of the

company;


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What is dividend?What is dividend?

Dividends are payments made

by corporation to its shareholder members.It is the portion of corporate profits paid outto stockholders.

When a corporation earns a profit or surplus,

that money can be put to two uses:-

It can either be re-invested in the business(called retained earnings), or

It can be paid to the shareholders as adividend.


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Provision regarding declarationProvision regarding declaration

and payment ofdividendsand payment ofdividends The dividend should declare at the annual general

matting after the recommendation ofBoard ofDirectors.

It is obligatory for the company as required by

section 205(2) of the Act to provide fordepreciation.

Dividends shall be paid by a company for anyfinancial year----

I. Out of the profits of the company for that year arrived

after providing for depreciation; orII. Out of the profits of the company for any previousfinancial year of years; or

III. Out of moneys provide by the central Government or astate Government for the payment of dividends ispursuance of a guarantee given by the Government


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Provision regarding declarationProvision regarding declaration

and payment ofdividends cont:and payment ofdividends cont: Dividend cannot be paid out of capital.

Compulsory reserve

Dividend shall be payable only in cash.

Profits may be capitalized for the purpose issue of fully paidup bonus shares, or paying up any amount for the time being

unpaid on any shares held by the members of the company. Dividend shall be paid by a company in respect of any shares-

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I. To the registered holder of such share or to his order to hisbankers; or

II. In case of share warrant , to the bearer of such warrant or tohis bankers.

Dividend shall be paid within 30 days from the date ofdeclaration thereof


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Why Books of Account areWhy Books of Account are

prepared?prepared?y Section 209 of the Companies Act makes it

compulsory for every company to keep

proper books of Account

All money received and paid by the companyand the matters in respect of which the

receipt and expenditure takes place.

All sales and purchase of goods made by thecompany

All the assets and liabilities of the company


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Inspection of books of AccountsInspection of books of Accounts

y The books of account and papers shall beopen to inspection by any director duringbusiness hours.

y According to section 209A the books of

account , other books and papers of everycompany shall be open to inspection duringbusiness hours:

i. By Registrar

ii. By a Government officials as may beauthorized by the central government

iii. By such officers of securities ExchangeBoard ofIndia as may be authorized


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Annual accounts and Balance SheetAnnual accounts and Balance Sheet

At every Annual General Meeting of the company ,theboard of directors of the company shall lay a balancesheet and a profit and loss account together with theirreport. In case of a company not carrying on businessfor profit , an income and expenditure account shall

be laid.The profit and loss account must relate to the period

a) In the case of first annual general meeting , from thedate of incorporation of the company to a date notmore than nine months before the meeting

b) In the case of any subsequent annual general meetingfrom the date immediately after the period for whichaccount was last submitted to, not more than sixmonth before the meeting


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Balance Sheet of a HoldingBalance Sheet of a Holding

CompanyCompanyy According to section 212 if a company happens

to be a holding company , the followingdocuments relating to the subsidiary companymust be attached to its balance sheet.

a) A copy of the balance sheet of the subsidiary

b) A copy of its profit and loss account

c) A copy of the report of its board of directors

d) A copy of the report of its auditors

e) A statement ofholding companys interest in thesubsidiary


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MinutesMinutes

The term minutes means the written record

of the proceeding of a meeting. Sections 193

to 196 provide the following rules regarding

recording of the minutes. Minutes means abrief official record of all the proceeding of a

meeting of a company. The minutes include

the resolutions passed at the meeting and the

decisions taken at the meeting. The book in

which the minutes are recorded is called

minutes books


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Objectives of minutesObjectives of minutes

y To record the decisions taken at the

meeting

y To record the brief of the proceeding of

the meeting

y To the prepare a witness for the disputes

that may arise


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Legal provisions regardingLegal provisions regarding

minutesminutes

Period of recording the minutes

Order to the minutes

Place of keeping the minutes book

Description of directions

Inspection of the minutes book

Company Meetings Presentations

Documents

Transcript of Company Meetings Presentations