Upload
anil-arora
View
225
Download
0
Embed Size (px)
Citation preview
8/7/2019 KINDS OF MEETINGS
1/31
KINDS OF MEETINGSKINDS OF MEETINGS
PRESENTED BY:
RAJinder
8/7/2019 KINDS OF MEETINGS
2/31
MEANING OF MEETINGMEANING OF MEETING
The word meeting implies the
coming together of a certain
number of members fortransacting the business in the
agenda, for which a previous
notice has been given.
8/7/2019 KINDS OF MEETINGS
3/31
KINDS OF MEETINGSKINDS OF MEETINGSSTATUTORY MEETING(SECTION 165)
This section applies only to a public company
having share capital.
Every company limited by shares and every
company limited by guarantee and having a
share capital shall :
1 With in a period of not less than 1monthand
2 Not more than 6 months from the date at
which the co. is entitled to commence
8/7/2019 KINDS OF MEETINGS
4/31
this meeting is held only once
during the life time of the co.And it is usually the first meeting
of the shareholders.
8/7/2019 KINDS OF MEETINGS
5/31
COMPANIES EXEMPTED FROMCOMPANIES EXEMPTED FROM
HOLDING THE STATUTORY MEETINGHOLDING THE STATUTORY MEETINGA private company
A public company not having a
share capital
Public co. limited by guarantee and
not having a share capital
An unlimited company
A govt. company
8/7/2019 KINDS OF MEETINGS
6/31
OBJECTIVE OF MEETINGOBJECTIVE OF MEETINGTo discuss the success of the formation of
the company.
To approve any modification in the
contracts specified in the prospectus, if
need arises.
Providing information to the members
about the shares allotted, preliminaryexpenses incurred or to be incurred,
status of implementation of underwriting
agreements and contracts entered into by
8/7/2019 KINDS OF MEETINGS
7/31
STATUTORY REPORTSTATUTORY REPORTThe directors are required to send a report
called the statutory report to every
member of the co. atleast 21 days before
the date of the meeting.
CONTENTS OF REPORT
Shares
Cash receivedAbstract
Directors, auditors and other managerial
personnel
8/7/2019 KINDS OF MEETINGS
8/31
contracts
Underwriting contractsArrears of calls
Commission and brokerage
Certification of report: the report
must be certified as correct by not
less than two directors, one of whom
shall be M.D. if any.
8/7/2019 KINDS OF MEETINGS
9/31
Filing of statutory report with ROC:
Acertified copy of report shall be delivered
to the ROC in e-form 22 for registeration
immediately after the same have been
sent to the members of the co.
Procedure at the meeting:
List of members
Matter for discussion(passing ofresolutions)
Adjournment of statutory meeting
8/7/2019 KINDS OF MEETINGS
10/31
MINUTES OF STATUTORY MEETINMINUTES OF STATUTORY MEETIN
The minutes should be signed by
the chairman within 30 days of
the meeting.In case of ltd. Company , the copy
of minutes should also be sent
to the stock exchange in which
the securities of the co. are
8/7/2019 KINDS OF MEETINGS
11/31
Section 433(b)Section 433(b)
The company may be wound up if
there is default in delivering the
report to the registrar or in holdingthe meeting.
8/7/2019 KINDS OF MEETINGS
12/31
ANNUAL GENERALANNUAL GENERALMEETINGMEETINGSECTION 166(1)
Every company shall in each year
hold in addition to any other
meeting a general meeting as its
AGM.
YEAR refers to calendar year
8/7/2019 KINDS OF MEETINGS
13/31
Which companies holdWhich companies holdAGMAGMEvery company whether public or
private;
having share capital or not ; limited
or unlimited .
8/7/2019 KINDS OF MEETINGS
14/31
OBJECTS OF AGMOBJECTS OF AGMTo protect the interest of shareholders .
The Board of directors place accounts for
consideration, approval & adoption by
shareholders in the AGM.
Shareholders exercise control over the
management by re-electing the directors.
The auditors of the company are also
replaced in AGM.
Dividend proposed by the directors is
declared in AGM.
8/7/2019 KINDS OF MEETINGS
15/31
TIME PERIODTIME PERIOD
First AGM: it must be held with in 18months from the date of incorporation of
company.
Subsequent AGM(Section 166 and 210):AGM should be held at the earliest of the
three relevant dates:
1 Six months from the close of financial year.2 Within 15 months from the date of previous
AGM.
3 The last day of the next calendar year.
8/7/2019 KINDS OF MEETINGS
16/31
BUSINESS TO BEBUSINESS TO BE
TRANSACTED (SECTION 173)TRANSACTED (SECTION 173)
Ordinary business: it is transacted bypassing ordinary resolution.
Special business: ( passing of special
resolution)
1 Removal of a director.
2 Issue of bonus shares.
3 Issue of right shares
4 Election of a person as director.
Explanatory statement is required for
transacting each item of special business.
8/7/2019 KINDS OF MEETINGS
17/31
STATUTORY MEETINGANNUAL GENERALMEETING(AGM)
Notice of meetingmust be given atleast 21 clear daysbefore the meeting.( may be at shorternotice)
Notice must be givento every member ofthe company, legalrepresentative of adeceased member,
Official receiver, theauditor of company.
TIME DATE AND PLACEOF MEETING:
No restrictions
21 days notice (may
be at shorter notice)
Same .
TIME: during businesshours .
DAY: which is not apublic holiday.
PLACE: at registeredoffice .
8/7/2019 KINDS OF MEETINGS
18/31
EFFECT OF NON COMPLIANCE
1 FINE:may extend to
Rs. 5,000.2 WINDING UP: if default
is made indelivering thestatutory report tothe registrar or inholding themeeting, thecompany may be
wound up by theNCLT.
EFFECT OF NON-COMPLIANCE
1 Power of Central
Government tocall AGM.
2 PENALTY: which mayextend to Rs.50,000
&
in case of acontinuing default,fine may extend toRs. 2,500 for everyday.
8/7/2019 KINDS OF MEETINGS
19/31
EXTRAORDINARY GENERAL MEETINGEXTRAORDINARY GENERAL MEETING
Regulation 47 of the table a provides all
general meetings other than annual
general meeting shall be called as EGM
NEED FOR EGM:
It may be held for the purpose of dealing
with any extra ordinary matter which
cant be postponed till the next annual
general meeting.
8/7/2019 KINDS OF MEETINGS
20/31
EXTRA ORDINARY MATTERSEXTRA ORDINARY MATTERS
CAN BE.CAN BE.Changes in M.O.A
Changes in A.O.A
Reduction or reorganisation of sharecapital
Issue of debentures
Removal of director
Removal of auditors
BUSINESS TO BEBUSINESS TO BE
8/7/2019 KINDS OF MEETINGS
21/31
BUSINESS TO BEBUSINESS TO BE
TRANSACTEDTRANSACTEDAll business transacted at such meeting is
called special business .
EGM may be convened by any one of the
following:
(a) The board of directors
i) on its own
ii) on the requisition of shareholders.
(b) By requisitionists themselves.
(c) By National Company Law Tribunal.
convene y ev y
8/7/2019 KINDS OF MEETINGS
22/31
convene y ev yBoard of Directors Board of Directors
1 On its own : Regulation 48(1) of Table Aprovides that Board may, whenever
thinks fit, call an EGM. Company secratory
has no authority to convene an EGM
without such authority.
2 By directors on requisition of shareholders
[section 169(b)]: if the following conditions
are satisfied:
(a) the requisition is signed by the requisite
no. of members u/s 169(b)
8/7/2019 KINDS OF MEETINGS
23/31
(b) The requisition shall state the matters for the
consideration of which meeting is to be called u/s
169(2)
(c) It shall be deposited at the registered office of
the company u/s169(3).
EGM called by the Board : on receipt of a valid
requisition:
The Board shall within 21 days from the date of
the deposit of a valid requisition proceed to call
EGM by giving 21clear days notice.
The meeting shall be held within 45 days from the
date of deposit of the requisition.
8/7/2019 KINDS OF MEETINGS
24/31
requisitionistsrequisitionists If the board does not proceed to call a meeting with
in 45 days of deposit of requisition then the
meeting may be called by the requisitionists
themselves as follows:
1. Eligible members
2. Time period for holding
3. Manner of calling of EGM
4. Only special business can be transacted for which
meeting is convened
5. Expenses to be reimbursed
6. No action against defaulting directors
8/7/2019 KINDS OF MEETINGS
25/31
(c) Power of NCLT to call(c) Power of NCLT to callEGMEGMIf for any reason it is impractical
to call or hold or conduct anEGM, the NCLT may order an
EGM to be conducted in suchmanner as it thinks fit.NCLT may exercise such power :
(a)On the application of a memberor
(b)On the application of a directoror
8/7/2019 KINDS OF MEETINGS
26/31
NOTICE OF EGMNOTICE OF EGM
Notice of every EGM together withthe explanatory statement mustbe given to the members at least
21 days before the date ofmeeting , in accordance with theprovisions of the Companies Act,and the Articles of the company.
8/7/2019 KINDS OF MEETINGS
27/31
TIME AND VENUE OFTIME AND VENUE OF
MEETINGMEETINGThe provisions of section 166 regarding
time and venue of holding AGM has no
applicability to the EGM.
Directors are expected to keep in mind,convenience of the members in fixing
the time and place of meeting so that
they can exercise their voting rights.
8/7/2019 KINDS OF MEETINGS
28/31
CLASS MEETINGSCLASS MEETINGS
Class meetings are generally held
for obtaining the consent of a
particular class of shareholders:for altering their rights and
privileges or
for conversion of one class into
another.
8/7/2019 KINDS OF MEETINGS
29/31
REQUISITES OF A VALIDREQUISITES OF A VALIDMEETINGMEETINGProperly convened:
1. The meeting must be duly
convened by a proper authority. 2. a proper notice must be served
in the prescribed manner to allthe persons entitled to receive
the notice.
8/7/2019 KINDS OF MEETINGS
30/31
Legally constituted:
1. A quorum must be present.2. A chairman must preside.
3. Minutes of the proceedings ofthe meeting shall be kept.
8/7/2019 KINDS OF MEETINGS
31/31
THANK YOU