Meetings and Proceedings (Companies Act)

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Meetings and Proceedings

Section B - Group 5



Agenda

General Meetings of Shareholders•Statutory Meeting

•Annual General Meeting

•Extraordinary General Meeting

Requisites of a Valid Meeting

•Proper Authority

•Notice of Meeting

•Quorum for Meeting

•Chairman of Meeting

•Minutes of Meeting

Proxies

Voting and Poll

Resolutions

•Ordinary Resolution

•Special Resolution

•Resolutions requiring a special notice



General Meeting



1. Statutory Meeting

• Every Company having a share capital shall, within a period of not less than one month nor

more than six months from the date of which the company is entitled to commence business

hold a general meeting of the members of the company

• The first meeting of the shareholders

• Held only once in the lifetime of a company

• Statutory Report: The board of directors forward a report before atleast 21 days before the

day on which the meeting is to be held

Procedure at the meeting

1. List of Members

2. Discussion of matters relating to formational aspect

3. Adjournment



Contents of the Statutory Report

StatutoryReport

UnderwritingContract

Contracts

Directorsand

Auditors

Abstract ofreceipts

andpayments

CashReceived

TotalShares

Allotted

Commissionand

Brokerage

Arrears ofCalls



2. Annual General Meeting

Interval between Two AGMs < 15 months

First AGM should be held within 18 months of date of incorporation

Time and place: Business hours at the registered office or any other place within the

city where registered office is located

21 days notice in writing

Power of Company Law Board to call AGM

Shareholders can exercise control over the affairs of the company

Annual Accounts are presented and dividends are declared during the AGM



3. Extraordinary General Meeting

• Extraordinary meeting convened by the Board of Directors

• On its own

• On Requisition of the members

• Extraordinary meeting convened by the requisitionists

• To be held three months within the date of deposit of requisition

• Requisitionists holding not less than 1/10th of the total voting power

or paid-up share capital of the company

• Power of the Company Law Board to order meeting (Sec 186)



Requisites of a valid meeting

Proper Authority

Board of Directors

Resolution to be passed by the Board to call a general meeting

If the Directors do not call the meeting, the members or the Company Law Board may call the meeting

Notice of Meeting

1. Length of the notice

2. Notice to Whom

Omission to give notice

Contents of notice

Ordinary Business andSpecial Business

Quorum for meeting- 5 members for a publiccompany and 2 for any

other company

- Meeting dissolved ifquorum is not present

within half an hour

Quorum to be present atthe time when the

meeting proceeds totransact business

Chairman of meeting

Presiding officer of themeeting

Conduct of the meeting

Minutes of themeeting

Minutes of proceedings

Minute Book

Numbering of pages

Signing of minutesFair and Correct

Summary

Evidentiary value ofminutes



PROXIES Authority to representand vote for anotherperson at a meeting

Also an instrumentappointing a person as

a proxy

Can vote only on a poll

Member of a private

company can notappoint more than oneproxy to attend on the

same occasion

Member of a companynot having a share

capital cannot appointa proxy

PROXY

Proxy should be in writing, signed by appointer/ his

duly authorised attorney

It should be deposited 48 hours before the meeting in

order to be effective



VOTING AND POLLVote is a right of property and prima facie may be exercised as shareholder thinks fit in

his own interest, not bound to exercise it in the best interests of the company.

Voting by show of hands(sec. 177 & 178)

• At any general meeting motions put

to vote are in the first instance

decided by show of hands unless a

poll is demanded.

• The duty of chairman is to count thehands raised and declare the result

accordingly

• Proxies can not be used on a show of

hand.

• A declaration by the chairman as

evidenced by an entry in the minute

books shall be conclusive evidence ofthe fact that a resolution has on a

show of hands been created

• Voting wise show of hands may not

effectively reflect the interests of the

members of a company

Voting by poll(Sec. 179)

• Before or on the declaration of the result of voting on any motion

on a show of hands, a poll may be taken by the chairman of the

meeting on his own accord, taken on a demand made in that

behalf by the persons specified

a) In the case of a public company having a share capital it can betaken by any member in present in person or by proxy

b) In the case of a public company having a share capital it can be

taken by one member having the right to vote on the resolution

and present in person or by proxy if not more than seven such

members are personally present and by two such members

present in person or by proxy if more than 7 such members are

personally presentc) In the case of any other company a poll shall be taken on demand

by any member present in person or by proxy and having not less

than one by tenth of the total voting power in respect of the

resolution

• A poll demanded on a question of adjournment or appointment

of a chairman shall be taken forthwith. In any other case a poll

shall be taken within 48 hours of the demand for poll



RESOLUTIONSThe motion, after the close of discussion, is formally put to vote by a show of hands. It

may either be carried or rejected. If a motion is carried it becomes a resolution

Ordinary Resolution

• It is a resolution passed at a general meeting of a

company by a simple majority of votes including the

casting vote of the chairman if any.

• The votes may be cast by members in person or by

proxy , where proxies are allowed

Special resolution

• A special resolution are one which

satisfies following conditions

The intention to propose the resolution

as a special resolution has been duly

specified

The notice has been duly given of the

general meeting

The votes cast in favor of the resolution

by members entitled to vote are not less

than three times the number of votescast against the resolution by members so

entitled and voting

An explanatory statement setting out all

material facts concerning the subject

matter of the special resolution

Resolutions Requiring Special Notice

• It is not an independent class of resolutions. It is only

a different kind of ordinary resolution of which thenotice of the intention to move resolution has to be

given to the company by the proposer.

• The notice shall be given not less than 14 days before

the meeting at which the resolution 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

Documents

Meetings and Proceedings (Companies Act)