LAW PRESENTATIONLAW PRESENTATIONBy: Akansha Bansal

Khushboo GuptaNisha Raisetia

Pallavi SrivastavaParinita Verma

Prachi Bhalla

Statutory Meeting : 1. A company Ltd. by Shares

A company Ltd. By guarantee and having a share

capital shall hold its first general meeting within 6

months from the date the company is entitled to

commence business.

Note: A private company is not required to hold such

a meeting. Such a meeting cannot be called within a

period of one month from the date of commencement

of business.

2. Contents of statutory report

i. Total number of shares allotted;

ii. Cash received against shares;

iii. Summary of Receipts and Payments;

iv. Particulars about directors and auditors;

v. Particulars about any contract which is to be submitted

to the meeting for its approval;

vi. The extent to which any underwriting contract has not

been carried

vii. The call money lue from every director, manager.

viii. Particulars of any commission or brokerage relating

to the issue of shares and debentures paid to director /

manager.

3. Certification of the report

a. To be certified by at least 2 directors one of them shall be

a managing director, if there is one.

b. To be certified by the auditors as to

i. total shares allotted;

ii. cash received by the company,

iii. Summary of receipts and payments.

4. Default

In case of default, every director or officer in default shall be

punishable with five which may extend to Rs. 5,000. If

default is made

i. In delivery the statutory report to the Registrar

ii. In holding the statutory meeting

The company may be wound up by the court.

Extraordinary general meeting

An extraordinary general meeting is called for transacting

some urgent or special business which needs to be transacted

before the next annual general meeting.

May be called by :

a. Board of directors on its own;

b. Board on the requisition of members;

c. Requisitions on the failure of the Board to call the

meeting,

d. National Company law Tribunal (NCLT)

3. The meeting can be called by directors to do business like

– issue of rights shares increase in the remuneration of

directors.

4. The Board shall on the requisition of a specified number

of members,

a. proceed to call EOGM

b. The requisition shall be deposited at the registered

office of the company.

c. The Board shall proceed to call a meeting within 21 days

from the date of deposit of a valid requisition.

d. The meeting shall be held within 45 days from the date of

deposit of the requisition.

5. if the Board of directors fails to call a meeting, the same

may be called by the requisitionists in the same manner in

which meetings are called by the board of Directors.

The meeting shall not be called after the expiry of 3 months

from the date of deposit of requisition.

6. If for any reason it is impracticable for a company to call,

hold or conduct an EOGM, NCLT may either on its own or

on the application of any director or member call such a

meeting.

Annual General Meeting

Duration

a) To be held every year

b) To be held within 15 months from the date of last AGM.

c) First AGM within 18 months from certificate of

incorporation

d) ROC may extend this period.

Time and Place

a) To be held during business hours – not defined –

10 to 5

9 to 6

b) To be held on a day not a public holiday; as explained

under Negotiable Instruments Act, 1881.

c) To be held at the registered office or within same city or

town where RO is situated.

Business Agenda

a) Adoption of annual accounts;

b) Declaration of Dividend (Recommended by Directors);

c) Appointment of Directors in place of those retiring;

d) Appointment of auditors and the fixing of their

remuneration

Note: Special business at AGM refers to items like removal of

director, issue of Rights shares, bonus shares etc.

Length of Notice

a) The Notice must give a clear cut 21 days period.

Note: The term clear cut excludes:

i) The day of notice;

ii) 48 hours for service of notice

iii) The day of meeting

Incomplete Books of Accounts

Annual General Meeting has to be called even where

the company did not function during the year /

where accounts are not ready for being placed

before the AGM.

Defaulters

If a company fails to hold an AGM.

a. any member can apply to Central Govt.

b. the company and every officer in default shall be

punishable with five.

Note : The term 'officer in default' includes

a. the managing director,

b. the whole time director,

c. the manager,

d. the secretary,

Penalty

If default is made by a company in either holding an annual

general meeting or in complying within any direction of

Central Government, the company and every officer in

default shall be punishable with:

a. fine upto Rs. 50,000 and

b. a further fine of Rs. 2,500 per day in case

of a continuing default.

Quorum

1. Quorum means the minimum no. of persons who must be

present in person in order to form a valid meeting.

2. If the Articles do not apply for larger quorum, the

following rules apply:

Minimum No.

(i) 5 members personally present for a public Co. and 2 for a

private company.

Meeting Called by Members

(ii) If within half an hour from the time fixed for the

meeting, a quorum is not present, the meeting if called by

the requisition of members, shall stand dissolved.

Meeting Called otherwise

(iii) In any other case, the meeting is adjourned to some day

in the next week, at the same time and place or to some

other day and such other time and place as the Board may

determine.

No. at the adjourned Meeting

(iv) If at the adjourned meeting, a quorum is not present

within half an hour from the time fixed for the meeting,

the members present shall be the quorum.

One person quorum : One person cannot form a quorum,

but there are circumstances where presence of one person

shall constitute the quorum:

Class Meeting

i. Where there is a class meeting of shareholders and all the

shares of that class are held by one person

AGM called by Central Government

ii. Where the central Govt. calls or directs the calling of an

AGM, it has the power to direct that one member present

big proxy or in person shall constitute the quorum.

EOGM Called by NCLT

iii. Where the CLB/NCLT calls ........ the calling of an EOGM,

it has ..................

Committee of Board

iv. Where the Board of Directors delegates any of its powers

to a committee, the committee may consist of one person.

In such a case, that person shall form the quorum.

No. at the adjourned meeting

v. If at the adjourned meeting also a quorum is not present

within half an hour of the time of the meeting, the members

present are the quorum. In such a case, even one member

may form the quorum.

PROXY

Double Meaning

i. A proxy may mean a proxy form and a duly appointed

agent.

Proxy – Member

ii. A proxy may or may not be a member of the company but

he shall not have any right to speak at the meeting.

Written Proxy

iii.A proxy shall be in writing and shall by signed by the

member.

iv. A proxy shall be deposited within the Co. 48 hours before

the meeting.

Deposit of Proxy

Any provision in the Articles of a public Co. which requires a

period longer than 48 hours for depositing a proxy shall

have effect as if a period of 48 hours is specified for such

deposit.

Status of Proxy

v. Unless the Articles otherwise provide:

a. A proxy can vote only on a poll.

b. A member of a private company cannot appoint more than

one proxy to attend on the same occasion.

c. A member of a company not having a share capital cannot

appoint a proxy.

Can be revoked

vi. A proxy can be revoked at any time before it has voted.

Effect of death on proxy

vii.The death or insanity of a shareholder after he has

attended the proxy shall not revoke the authority of the

proxy, until the company has notice of death or insanity.

To be highlighted in the notice

viii. Every notice calling a meeting of a company shall

mention with reasonable prominence that a member can

appoint a proxy and that a proxy need not be a member.

Inspection of Proxies

ix. A member is entitled to inspect the proxies lodged at any

time during the business hours of the company. This can

be done any time during the period beginning 24 hours

before the meeting and till the conclusion of the meeting.

A 3 days' notice for the inspection of the proxies is

required to be given to the company.