TYPES OF COMPANY MEETING
OVERVIEW OF THE CHAPTER
General meetings Requisites of valid meeting
Statutory meetings Annual general meetings Extraordinary meetings
Proper authority Notice Quorum Chairman minutes
Resolutions
Ordinary special Requiring a special notice
GENERAL MEETING
Statutory meetings Annual general meetings Extraordinary meetings
STATUTORY MEETING {SEC 165}
Every company limited by shares or guarantee and having a share capital has to commence
Thats 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
ANNUAL GENERAL MEETING
Organize it within every 15 months with the exception of first meeting to be held in 18 months of the making The meeting must be held in each year It must not held later than 6 months from the date of balance sheet Notify in writing 21 days prior to meeting
IMPORTANCE OF GENERAL MEETING
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 must 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 its Boards meeting
CONT
Types of Minutes Minutes of Resolution Minutes of Narration
