6. meetings

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  • 1. SHAREHOLDERS MEETINGSSTATUTORY MEETING: For PUBLIC LTD CO. ONLY. Between 1 6 months of entitled to commence business it should hold. This is the first meeting and held only once in the lifetime of the Public Ltd. Company.If a Pvt. Ltd Co converts itself into a Public Co., must hold statutory meeting within 6 months of its incorporation. STATUTORY REPORT: Board of directors should send at least 21 days before the meeting a report to all members. Report to have details & certified by directors and auditors.OBJECT OF THE MEETING: It is an opportunity for its members to discuss all matters of its formation.

    ANNUAL GENERAL MEETING : Every Company must hold every year AGM. Interval between two AGMs cannot be more than 15 months. If the first AGM is held within 18 months of incorporation it need not hold any other AGM in that year or in the next year.Time and place during business hours not on a public holiday, in the place of its Regd. Office. 21 clear days notice if the accounts are not ready hold meeting within the time limit without accounts, adjourn meeting, when it is ready, place it in the adjourned meeting.

  • EXTRAORDINARY GENERAL MEETINGS (EGM)For transacting some urgent or special business which cannot be postponed till next AGM. Convened by the 1) Board on its own or 2) on the request of the members, Board can call or 3) by the MEMBERS THEMSELVES on the failure of Board to call, without disclosing the reasons for the need for meeting by holders of 1/10 of paid up capital or 1/10 voting power. If calls are not paid such members cannot request or vote.EGM can be held on a public holiday, any place, any time.CLASS MEETINGS : Meeting of various kinds of shareholders and creditors held if rights attached are to be varied, or when scheme of arrangement is proposed or on winding up.

    REQUEST FOR A VALID MEETING : Under proper authority, 21 days Notice : to every member with statement of : Ordinary or Special business, to auditors, necessary quorum.CHAIRMAN OF THE MEETING : Members personally present shall elect one among themselves. He is responsible for conducting the meeting, count vote, declare the results and authenticate the minutes by his signature. He must exercise his casting vote in the interest of the company.

  • MEETING Cont..QUORUM: Mini. Number of members to be personally present for a valid meeting. 5 Members PERSONALLY present for Public Ltd Co and 2 for Pvt. Ltd Co. Must be present within hour of meeting, if not, meeting will be adjourned & in the adjourned meeting if quorum is not present, members present shall be quorum. Quorum need NOT be present throughout the meeting. AOA can provide for a larger quorum also.

    ONE PERSON QUORUM: One person CANNOT constitute quorum. But when ALL the Pref. shares are held by one person in a class meeting, or if CLB permits, when Board delegates to a one man committee, or in the adjourned meeting as seen earlier.Voting: By show of hands: Proxies cannot vote, it is rough and ready method, Chairman will declare the results and is conclusive. BY POLL : If dissatisfied by the results of show of hands, can demand for poll and the demand may also be withdrawn at any time by them. Voting rights will be in proportion to shares held, poll shall be held within 48 hours of demand. A proxy can vote in a poll. Chairman has the power to regulate, appoint scrutinizers, and declare the results.

  • PROXIES & RESOLUTIONSPROXIES : It is an authority to represent for another person at a meeting an instrument in writing must be a natural person - cannot be considered for quorum cannot speak but can demand for poll and vote only in poll - proxy forms to be deposited 48 hours before the meeting it is revocable body corporates can appoint proxy. Multiple proxies: if signs 2 forms for 2 persons with same date both can be rejected, but if it is with different dates, proxy with later date is valid. KINDS OF RESOLUTIONS : ORDINARY RESOLUTION : A resolution passed by simple majority. Unless the Act or MOA or AOA requires special resolution, an ordinary resolution is sufficient. SPECIAL RESOLUTION : Intention, notice, an explanatory statement. The vote cast in favor of the resolution are not less than 3 times the number of votes cast against the resolution.

    RESOLUTION REQUIRING A SPECIAL NOTICE : Intention to move a resolution has to be given by its members to the Company 14 days before meeting. The Company shall give notice to its members about the resolution. The Co may give an advertisement in the news paper also. Example : appointment of auditors other than the retiring auditor, removal of director before expiry of term ..

  • MEETINGS..PASSING OF RESOLUTION BY POSTAL BALLOT: A listed Co. as notified by the CG can have those resolutions passed by means of postal ballot, instead of transacting these business in the meeting. The co. has to give proper notice, draft resolution, explanations and requesting members to send their assent or dissent, in writing within a period of 30 days of posting the letter.

    MINUTES: Entries of proceedings of the meeting. Separate Minutes book for shareholders and Directors meetings, pages must be numbered, a fair and correct summary, defamatory and irrelevant matters to be excluded, signed, open for inspection, kept at Regd. office.

  • ORDINARY AND SPECIAL BUSINESSORDINARY BUSINESS: In the AGM the following business are deemed as ordinary business:

    1) consideration of accounts, 2) declaration of dividend, 3) appointment of directors, 4) appointment of auditors.

    Ordinary business can be transacted at the AGM only.

    SPECIAL BUSINESS: In the AGM any business other than the ordinary business will be special business. In any other meeting ALL business are deemed to be special.

    Special business can be transacted both in AGM and EGM.

    EXPLANATORY STATEMENT: Where any special business is to be transacted at a meeting the notice shall specify its nature and state all material facts concerning each item of special business.