MEETINGS

ABHISHEK(10HM01)

MEETINGS

• A meeting is a gathering of people to present or exchange information, plan joint activities, make decisions, or carry out actions already agreed upon. Almost every group activity or project requires a meeting, or meetings, of some sort.

• Good meetings require good leaders and good participants. A good leader understands the purpose of a meeting, makes sure that all participants understand this purpose

2.TYPES OF MEETINGS

A. Shareholders Meetings

• I) Statutory Meeting.

• ii) Annual General Meeting.

• iii) Extra Ordinary General Meeting

• iv) Meetings of a class of Members.

3.TYPES OF MEETINGS (CONT)

B. Directors Meetings

I) Meetings of the Board of Directors.

ii) Meetings of the Committee of Board of

Directors.

C. Creditors Meetings

I) Debentures holders Meeting.

ii) Other Creditors Meeting.

Meetings of a company must be convened and held in perfect compliance of the applicable provision of the Companies Act, 1956 and rules framed there under.

Every meeting, in order to be valid, must be - properly convened properly constituted and properly conducted.

4. REQUISITES OF A VALID MEETING

5. MEETINGS SHOULD BE PROPERLY CONVENED.

IT MEANS THAT

(a) Meetings should be convened by the proper authority, namely

the Board of Directors, shareholders or Company Law Board and

(b) Proper and adequate notice must have been given to all those entitled to attend.

6. MEETINGS SHOULD BE PROPERLY CONSTITUTED

a) there must be proper quorum and

b) there must be proper Chairman

• Quorum means the minimum number of the members who must be present at a meeting as required by Law/Rules.

(i) In the absence of any provisions in the articles, the quorum, in respect of general meeting, as five members personally present in case of a public company and two members personally present in case of private company.

• (ii) Only members present in person in person and not proxies, can be counted for purposes of quorum.

7. MEETINGS SHOULD BE PROPERLY CONSTITUTED.(CONT.)

ii) The quorum for a Board meeting is one- third of its total strength or two directors whichever is higher. Interested directors shall not be counted for the purpose of quorum.

• Chairman

The articles usually designate the Chairman of the Board of Directors to

preside over the general meetings of the company in addition to presiding

over Board meetings.

• A chairman is required to maintain order and decorum at a meeting,

• to give ruling on points of order,

• to decide priority of speakers,

• to maintain relevancy and order in debate, to adjourn a meeting,

• to exercise a casting vote in case of tie,

• & to ascertain the sense of a meeting and declare the result of voting.

8. MEETINGS SHOULD BE PROPERLY CONDUCTED.

• Proper rules for ascertaining the sense of the meeting,

• The rules for discussion and order in debate must be observed.

• Also, the proceedings should be recorded properly.

• The sense of the meeting may be ascertained by show of hands, or

• By poll.

9.STATUTORY MEETING SEC165.

• Which companies to hold ?

Every company limited by shares and every company limited by guarantee and having a share capital must hold a general meeting, to be called the statutory meeting -

When to be held ? within a period of not less than one month and not more than six months from the date the company becomes entitled to commence business.

• However, the following companies are not required to hold a statutory meeting :

1. a private company;2. a public company not having share capital; 3. a public company liability of its members unlimited;

4. a public company limited by guarantee and not having share capital

5. a Government company.

10. ANNUAL GENERAL MEETING SEC 166, 210

• Which companies to hold ?

Every company, whether public or private, having a

share capital or not, limited or unlimited must hold anAnnual General Meeting.

• When to Hold ?

The first Annual General Meeting of a company may be held within eighteen months from the date of its incorporation.

11 AGM (CONT)

• In respect of subsequent AGM’s, section 166 read with section 210 provides as follows :

• (a) There must be one meeting held in each calendar year.

• (b) The gap between two AGMs must not be more than fifteen months.

• (c) Meeting must be held not later than six months from the close of the financial year.

• The Registrar of Companies is empowered to grant extension of time, for special reasons, up to a maximum period of three months.

12. AGM (CONT)

• Every annual general meeting shall be held during

during business hours and on a day that is not a public

holiday

• Further, the meeting shall be held either at the

registered office of the company or at some other place

within the city, town or village in which registered office

of the company is situated.

• The business to be transacted at an AGM may

comprise of (I) ordinary business (ii) special business.

13. AGM (cont)

• Ordinary business relates to :

(a) consideration of the accounts, balance sheet and the

reports of the Board of directors and auditors;

(b) the declaration of dividends;

(c) the appointment of directors in place of those retiring and

(d) the appointment of auditors and fixation of their

remuneration.

• Any other business scheduled to be transacted at the

meeting will be deemed to be special business.

14. AGM (cont)

• The notice of the meeting must be given to every person entitled thereto at least twenty one clear days before the date of the meeting.

• A shorter notice may be held valid if consent is accorded to by all the members entitled to vote at the meeting.

• A copy of the directors’ report and auditors’ report must accompany the notice.

15.AGM(CONT)

• Also a proxy form must be attached to the notice, on which it must be specifically mentioned that a member entitled to vote is entitled to appoint proxy and proxy need not be a member of the company.

• The notice must contain a statement of the business to be transacted there at.

16.EGM

• All general meetings other than the statutory and annual general meeting shall be called as extraordinary general meetings.

• All business transacted at such meetings is called special business and therefore, every item on the agenda must be accompanied by an explanatory statement in terms of section 173.

17.EGM

• An EGM may be called :(I) by the Board of directors of its, own accord; (ii) by the directors on requisition; (iii) by the requisitionists themselves; (iv) by the Company Law Board / NCLT.• On a valid requisition being made as per section 169,

the Board of directors are under an obligation to convene the meeting within forty five days of the receipt of the valid requisition.

• In case, the Board of directors fails to call the meeting as aforesaid, the requisitionists or such majority of them as spelt out under section 169 may call and hold the meeting within three months of the date of the requisition.

 MEETINGS OF THE BOARD OF DIRECTORS

• Meeting of the Board of Directors

• Meeting of a Committee of the Board

MEETING OF THE BOARD OF DIRECTORS

• A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. The body sometimes has a different name, such as board of trustees, board of governors, board of managers, or executive board. It is often simply referred to as "the board."

.

• governing the organization by establishing broad policies and objectives;

• selecting, appointing, supporting and reviewing the performance of the chief executive;

• ensuring the availability of adequate financial resources;

• approving annual budgets;

• accounting to the stakeholders for the organization's performance.

.....

TYPICAL DUTIES OF BOARDS OF DIRECTORS INCLUDE

CREDITORS MEETINGS

• A. Meeting of debenture holdersA company issuing debentures may provide for the holding of meetings of the debenture holders. At such meetings, generally matters pertaining to the variation in terms of security or to alteration of their rights are discussed. All matters connected with the holding, conduct and proceedings of the meetings of the debenture holders are normally specified in the Debenture Trust Deed. The decisions at the meeting made by the prescribed majority are valid and lawful and binding upon the minority.

CREDITORS MEETINGS(CONT)

• . Meeting of creditorsSometimes, a company, either as a running concern or in the event of winding up, has to make certain arrangements with its creditors. Meetings of creditors may be called for this purpose