TYPES OF COMPANY MEETINGTYPES OF COMPANY MEETING

OVERVIEW OF THE CHAPTER

GENERAL MEETING

STATUTORY MEETING {SEC 165}

• Every company limited by shares or guarantee and having a share capital has to commence

• That’s the first meeting of the shareholders of the company

• Only once in a lifetime

STATUTORY REPORT• Board of directors to forward it at least 21 days before meeting

• Every member to receive the copy

• Notice of meeting to clearly say the word “Statutory meeting”

• If the report is forwarded later than 21 days every member entitled to attend the meeting has to agree on the due forwarding process

CONTENTS OF THE REPORT• Total shares allotted

• Cash received

• Abstract of the receipts and payments

• Directors and auditors

• Contracts

• Underwriting contract

• Arrears of calls

• Commission and brokerage

PROCEDURE AT THE MEETING

• List of members

• Discussion of matters relating formational aspect

• Adjournment

• Consideration of accounts, balance sheet and reports of the board of directors and auditors• Share holders can take decisions relating to business• Declaration of dividends• Appointment of the directors• Appointment and fixed or remuneration of the auditors

EXTRA-ORDINARY GENERAL MEETING• Statutory and the annual meetings are ordinary• This meeting is called to decide upon a serious issue that can not be delayed for the next

annual meeting• Board of directors on their own or on the request of members can call meeting and by the

company law board

REQUISITES OF A VALID MEETING• Proper Authority

• Proper Notice

• Who are entitled to notice?

• Contents of notice

• Properly Constituted

• Chairman

• Quorum

• Proxy

CONT…• Proper Authority

• Annual meeting, statutory meeting or extra ordinary meeting.

• Board of directors

• Special resolution

• Proper Notice:-

• May be called by giving not less than 21 days in writing to the members.

• Notice to whom:-

• Every member of the company entitled to vote.

• The auditors of the company

• Persons entitled to any shares on the death or insolvency of members

CONT…• Contents of notice:-

• Place and day and hour of meeting.

• Special business including in particular the nature of the interest therein of every directors and managers

• Any item of business is to accord approval to any documents by the meeting, the time and place at which the document can be inspected

CONT…• Properly Constituted

• Chairman

• He is the most important person, the PILOT of the company and guide the meeting

• A meeting cannot be conducted without a Chairman

CONT…• Quorum

• Means minimum number of members who mustmust be present in order to constitute a valid meeting and transact business.

• The quorum is generally fixed by articles

• 5 members personally present in the case of public company

• 2 members in case of any other company

CONT…• Proxy

• A proxy can only vote on a poll

• A member of a private company cannot appoint a proxy

• Member not having share capital can not appoint a proxy

• Proxy has to be in a written document duly signed by appointer or his/her attorney

• Proxy has to be deposited 48 hrs prior to the meeting

CONT…• Agenda

• THINGS TO BE DONE in meeting

• Agenda prepared for all types of meeting

• Duties of the chairman

• To ensure that the meeting is properly convened

• To see the discipline is maintained during the course of the meeting

• To ensure that provision of the Act. Articles and Memorandum are strictly observed

• To see that no irrelevant discussion is allowed

CONT…• Powers of chairman

• To decide point of order is discussion

• To decide the order of priority of speakers

• To declare the discussion closed

• To expel any member who behaves rudely

• To sign and date the proceeding of the meeting

CONT…• MINUTES

• Minutes indicate the proceedings of the meetings of company.

• Its official records of all decision taken various meeting of the company.

• A member to get a clear idea about matters discussed in the past

• Its documentary evidence and can be submitted in a court as evidence

CONT…• Legal provision

• Every company within 30 days of the meeting should make an entry in the minutes book

• The minute of each meeting must contain a fair and correct summary of the meeting

• The minute also contain the names of the directors and members present in the meeting

• The minutes must be sign by the chairman of the company

• The confirmed minutes should be kept at he registered office of the company

• Members of the company are NOT entitled to inspect the minutes of it’s Board’s meeting

CONT…• Types of Minutes

• Minutes of Resolution

• Minutes of Narration