meetings and proceedings (companies act)
TRANSCRIPT
8/13/2019 Meetings and Proceedings (Companies Act)
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Meetings and Proceedings
Section B - Group 5
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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
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General Meeting
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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
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Contents of the Statutory Report
StatutoryReport
UnderwritingContract
Contracts
Directorsand
Auditors
Abstract ofreceipts
andpayments
CashReceived
TotalShares
Allotted
Commissionand
Brokerage
Arrears ofCalls
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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
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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)
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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
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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
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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
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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