Group 07_Company Meetings

7/29/2019 Group 07_Company Meetings

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STATUTORY MEETING

EXTRAORDINARY GENERAL

MEETINGBOARD MEETING

Group No. 709/03/2013

1


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43 - Sandesh Rane

Statutory Meetings1


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Purpose Statutory Meeting3

Statutory Meeting is held to informShareholdersMatters relating to incorporation

Allotment of SharesDetails of Contracts concluded by Company

Definition by Stephenson Statutory Meeting is convened in order to afford

the shareholders an opportunity for seeing whatdegree of success has attained the flotation of thecompany and in order that any special mattersrequiring their approval may be laid before them.


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Who should hold Statutory

Meeting?4

Every Public Company Limited by

Shares Or

Guarantee

Shall hold Statutory Meeting

Following Companies need not hold

Private Company

Company limited by guarantee with no ShareCapital

Unlimited Liability Company

Government Companies


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When to hold StatutoryMeeting?

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Public Limited Company

After Not less than One Month but within SixMonths from the Date at which Company isentitled to Commence the Business

A Private Company which has converted intoPublic CompanyWithin a Period of Six Months from Date of

Incorporation Meeting held prior to the Statutory Period of

One Month can not be called as StatutoryMeeting


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Objective of Statutory Meeting6

To discuss success of floatation

To approve & adopt the Statutory report

Review extent of development after formation

Receipts & Payments upto certain date

Details of contracts

Particulars of arrears of call due from any Director /Manager

Details of Commissions / brokerage paid / to be paid

to Director / Manager in connection with issue ofShares or Debentures

To approve any modification in Contracts specified inProspectus


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Notice of the meeting7

The Directors to send notice To all members

At least 21 days before date of meeting

Stating its the Statutory Meeting

Time, Date & Place Notice to be given to Every member of Company

Legal representative of deceased member

Official receiver/assignee The auditors of the company

The public Trustee in the case of shares held in Trust


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Notice of the meeting8

An Explanatory Statement should be added foreach item on Agenda As each item constitutes a special Business

Statutory Meeting may be called On a Holiday At any reasonable hour

At any place considered convenient

Shorter Notice period may be acceptable

If Consent from members holding 95% of paid-upshare capital having voting rights

Consent before meeting or after all resolutions werepassed


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Statutory Report9

Directors to send Statutory Report in Form No.

22

To every member

Registrar of Companies

At least 21 days before date of meeting

Report sent later shall deemed to be dulyforwarded, if agreed by all members entitled toattend and vote [Section 165(2)]


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Contents of Statutory Report10

Shares allotted

Cash received

Abstract

Director, Auditors and other ManagerialPersonnel

Contracts

Underwriting Contract

Arrears of calls

Commission and Brokerage


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Certification of Statutory Report11

Must be certified as correct by

At lease two Directors

One of them must be Managing Director

Then Auditors of Company shall certify ascorrect [Section 165(4)]

Regarding shares allotted

Cash received in respect of such sharesReceipts and Payments of the Company


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List of Members12

A list showing

Names, addresses & occupations of the members

Number of shares held by them

Must be produced by Directors at thecommencement of the meeting

Must be open & accessible to any member

during the meeting


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Scope of the Statutory Meeting13

Members present may discuss

Any matter relating to the formation of theCompany

Any matter arising out of the Statutory ReportWhether previous notice given or not

No resolution can be passed for which notice

has not been given


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Adjournment of the Statutory

Meeting14

Adjourned meeting shall have same powers asthe original meeting

Any resolution may be passed at any Adjournedmeeting, of which notice had been given, whetherbefore or after the Original Meeting

Chairman

Can not adjourn without consent of the meeting

Must adjourn if consent of the meeting Exception

Only business left unfinished can be transacted


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Meeting15

Members have right to introduce new business

at the adjourned meeting

Any resolution may be passed

for which Notice has been given either before ofafter former meeting

Meeting may adjourn to give prpoer notice

for any matter to be discussed or resolution to bepassed


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Effect of non-compliance16

[Section 165(9)] - In case of default everydirector and officer at default will be liable to Fine which may extend to Rs. 5000

[Section 443(b)] If default is made In delivering the Statutory Report to RoC, Or

In Holding the Statutory Meeting

The Company may be wound up by the Tribunal

[Section 443(3)] - Tribunal may give directionsto To File the Statutory Report, Or

To hold Statutory Meeting


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38 - Jyoti Pandey

39 - Harshada Parab

42 - Rakesh Kumar

Extraordinary Meetings2


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Extraordinary General Meeting

All the general meetings of the company with

exception of the

Statutory Meeting

Annual General Meeting

Are called Extraordinary General Meetings(EGM)

EGM is a meeting which is held between twoAnnual General Meetings


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Need for EGM

Gap between two AGM is about a year or so

There are various matters in relation to theadministration of the companys affairs which

can be transacted only by resolutions ofmembers in a general meeting

Provision in AOA of company for the

conventing of general meeting other than theannual general meeting (Regulation 47 ofTable A)


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Frequency & Time Limit forEGM

No prescribed frequency and time limit

No rule as regards to the interval between anytwo extraordinary general meetings

Can be held for any urgent business matterwhich needs companys approval.


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Time & Place for EGM

Can be held at any time, any day and at any

place.

Directors are expected to keep in mind

convenience of the members in fixing the timeand place of the meeting so that they canexercise their voting rights

All business transacted at such meeting isdeemed to be special


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Special Business22

To discuss some urgent Special Businesswhich cannot be postponed till the next AGM

The object of Special Business are two fold

First, this instantly highlights the attention ofmembers and provokes them to know about thematter and if necessary makes them to attendmeeting personally

The second aspect is that as far as company isconcerned, the Act places a duty on the companyto annex an explanatory statement u/s 173.Moreover, it is mandatory that the explanatorystatement shall contain all material facts.


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Notice of EGM

Notice of every extraordinary general meeting

together with the explanatory statement mustbe given to the members at least 21 clear days

(i.e., 25 days) before the date of the meeting inaccordance with the provisions of theCompanies Act and the articles of thecompany.


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EGM may be convened by

Board of directors on its own motion.

Board of directors on the requisition ofmembers

Requisitionists themselves on the failure of theBoard to call the meeting

National Company Law Tribunal (NCLT).


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1. By Board of Directors on its own

motion

Clause 48' of Table A states that "the Board

may, whenever it thinks fit, call an EGM"

Reg. 48(2) of Table A provides that, if at any

time sufficient quorum of directors is notavailable any director or any two members ofthe company may call an extraordinarygeneral meeting


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2. By Board of Directors on

Requisition of Members

The members of a the company may also askfor extraordinary meeting to be held.

The directors are bound to call EGM of the

company if the requisition is made by [Sec.169(4)] If the company has a share capital by members

holding 10% of the paid up share capital of the

company and having a right to vote at the date ofthe deposit of the requisition; OR

If the company has no share capital, membershaving 10% of the voting powers of all themembers having a right to vote at the date of the

requisition


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Form and depositing of the

requisition

The requisition may be in the form of letter

/letters addressed to the Board of Directorsand must be signed

The requisition should be deposited at theregistered office of the company. Therequisition sent by a registered post properlyaddressed and received by the company at its

registered office will amount to deposit of therequisition at the registered office.


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Form and depositing of the

requisition28

Shares on which any call money is due or shares the holderof which has died wil1 be excluded in counting 1/10th as theyhave no power on the date of deposit of the requisition

Preference shareholders can join in the requisition only iftheir dividends are in arrears for the specified period or if the

proposed resolution is likely to affect their interest e.g. a resolution. for winding up of the company

After requisition if any requisitionist ceases to be a memberor withdraws, it will not invalidate the requisition

Where two or more persons hold any shares or interest in a

company jointly, a requisition or a notice calling a meeting,signed by one or some only of them shall, for the purposes ofthis section, have the same course and effect as if it hadbeen signed by all of them [Section 169(8)]


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Compliance of requisition29

The Board of Directors is under a legal obligation toproceed within 21days of the deposit of the requisitionto convene a meeting which should be held within 45days of such deposit of the requisition with thecompany [Section 169(6)]

The Board shall send out notices within 21 days of thedeposit of the requisition giving not less than 21daysnotice for the meeting

The Board of Directors cannot refuse to proceed witha requisitioned meeting merely on the ground that therequisition does not disclose sufficient reasons for theresolution to be put to vote at the meeting in theexplanatory statement


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3. By The Requisitionist30

If BOD fails to conduct meeting within 21 daysfrom date of valid requisition, meeting can becalled not later than 45 days by :

By the requisitionist themselves Company having share capital, majority in

value of paid up share capital held by all ofthem or not less than one tenth paid up capital

of the company Company having no share capital, by such

requisitionist as represent not less than onetenth of voting power of member of the

company


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Board of Directors to include in the notice

convening the EGM, the necessaryexplanatory statement

Incomplete or inadequate explanatorystatement will make general meeting Invalid.

These meetings can only transact the special

business for which it has been expresslyconvened.

The resolutions which are properly passed atsuch requisitioned meeting shall be binding on

the company.


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It is not necessary for the requisitioninst to

disclose reason for resolution they propose tomove at the meeting

It is possible to adjourn such meeting aftercommencing it within the period of stipulatedthree months.


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Minute of Meetings33

Section 193 and 195 are not applicable to

requistioned meetings and minutes are to beproved as a matter of fact.


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ByTribunal34

If meeting of company is not called according to Act orAOA, Tribunal may

Order a meeting of the company to be called, held

and conducted in such a manner as the tribunalthinks fit. Give such ancillary or consequential directions as the

tribunal thinks expedient, which may even modify or

supplement the provisions of the Companies Act 1956and companys Article in relation to calling, holding or

conducting the meeting


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It can direct even one member of the company

to be present in person or proxy shall deem toconstitute of meeting

Tribunal may do so Either on its own motion

On application of any director of the company

On an application of any member entitled tovote at that meeting


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Tribunals Suo Motu Powers36

Calling of an EGM under section 186 of its ownmotion i.e suo motu without having received anyapplication seeking an order for calling a meeting.

This is the discretionary power, which the Tribunal

may exercise in respect of any company if it issatisfied for any reason it is impracticable o call ageneral meeting of the company:

There is no need for an application received by

theTribunal to exercise this power; it can exercise thepower merely on the basis of information orknowledge in whatever way it has come to know ofthe fact that it has become impracticable to call ageneral meeting of the company.


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A meeting which is not conducted inaccordance with the directions of Tribunal isnot a meeting contemplated under section186(2) and business

conducted in that meeting must fail.

For seeking an order of the Tribunal toconvene an extraordinary general meeting of

the company, a petition before Tribunal isrequired to be preferred.

If there is no allegation of impracticability ofholding the meeting the Tribunal will not direct

the holding of the meeting.


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It may be noted the Tribunal has no power to

make an order regarding holding andconducting of a meeting which has already

been called under section 186. Discretion granted under section 186 should

be used sparingly withcaution so that theTribunal does not become either a shareholder

or director of the company trying to participatein the internal squabbles of the company.

I ti bl ti


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Impracticable meetings as per

Tribunal39

Where doubt and controversy as to who aredirectors arise and rival groups convene theirown, meetings, the situation may make the

meeting impracticable. Impracticable means impracticable from a

reasonable point of view.

There was a dispute between the shareholders of

a Company as who were the lawful directors ofthe company entitled to call a meeting. It was heldto be Proper that the court could step in and call ameeting "the validity of which is beyond question."


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Where there were un-cordial relations betweenthe members /management of the company, itbecomes impracticable to call the meeting.

Where there are serious disputes among themembers of the company and the requisitionfor calling an extraordinary general meeting isitself under dispute and a deadlock in relation

to the managemen of the company exists,there is need for the Tribunal to exercise itsdiscretion under section 186.


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Impracticability of conducting a meeting also

includes impracticability of holding a meetinge.g where registered office of a company is

locked and is not available, holding of ameeting is impracticable under suchcircumstances.


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Resolutions at the meeting42

At an extraordinary general meeting any

decision must be taken by passing a resolutionas stated in the notice of the meeting.

A resolution may be ordinary or specialdepending upon the applicable provision of theCompanies Act or the company's Articles ofAssociation.

Copy of proceedings to be sent to


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Copy of proceedings to be sent to

the Stock Exchange43

In the case of a listed company, a copy of the

proceedings of the extraordinary generalmeeting win be sent to the Stock

Exchachanges on which the companyssecurities are listed.


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40 - Dipti Patil

41 - Rupesh Phalake

Board Meetings2


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Frequency of Board Meetings45

Section285 : The Board to meet at least onceevery three months irrespective of whether it isthe Board of a public company or a private

company. At least four such meetings must beheld in every year.

The object of this section is to ensure that theBoard meetings are held at reasonable

intervals so that directors may be ,in touch withthe management of the company's 'affairs.


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Notice of Meeting46

Section 286 : Notice of every meeting of theBoard of Directors of a company must begiven in Writing to every director

The Law does not prescribe any length ofnotice.

Due notice must be given to the directors soas to enable them to attend the meeting.

The issue of notice to every director ismandatory.

Failure to give notice to any director rendersthe meeting invalid and the business

conducted at it void


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Form of Meeting47

Form of Notice: The Act does not prescribe the

form of notice or mode of service

Agenda of Board Meeting: The law does not

require an agenda for the meeting of theDirectors. Section 286 only requires that noticeof every meeting of the Board of Directors ofthe company shall be given in writing.


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Authority, Time and Place48

Proper Authority to call Meeting of Board of

Directors: It must be ensured that the noticefor the Board of meeting is issued on proper

authority

Time and Place of Board Meeting: section 166

that AGM of the company must be held atregisteredoffice of the company and duringworking hours only and on a day which is not apublic holiday.


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Quorum49

A quorum is the prescribed minimum number

of qualified persons authorized to transact thebusiness at a meeting.

In relation to a Board meeting quorum impliesfully qualified and disinterested directors whomust be present at the meeting so as toenable the Board of which they are the

constituents to legally transact the businessthere at.


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Quorum50

Section 287 of the Companies Act - lays downthat the quorum for the meeting shall be:

One-third of its total strength (any fraction

contained in that one-third being rounded-off asone) or

Two directors whichever is higher



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Meeting51

Adjournment for want of quorum : If a meetingcan't be held for want of a quorum, it standsadjourned till the same day in the next week.

If that day is a public holiday, the meeting will be

held at the next succeeding day which is not apublic holiday.

If at the adjourned meeting there is no quorum themeeting cannot transact any business.

Quorum to be present throughout the meeting : Incase of meetingof the Board of Directors, themeeting ,cannot transact any business unless aquorum is present at every stage of the meeting


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Prescribed Sitting Fee52

Prescribed Sitting Fee : As per rule10-BSection310 of the companies (centralgovernment) General Rules and Forms 1956 theamount of remuneration by way of fee for each

meeting of the Board of Directors or committeesthereof shall be as under

Companies with a paid up where Capital and freeserveses of Rs: 10 Rs. Crore and above or

Turnover of Rs. 50 core and above Sitting fee not to exceed the sum of Rs. 20000

Other Companies

Sitting fee not to exceed the sum of Rs. 1000


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Documents

Group 07_Company Meetings