meetings law ppt

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MEETINGSStatutory MeetingAnnual General MeetingExtraordinary General Meeting


Why Meetings are held?

• To give opportunity to shareholders to review the working of the company

• Types of General meetings:-• a) Statutory Meeting• b)Annual general meeting

• c)Extraordinary meeting


Statutory Meeting

• First official general meeting of shareholders• Companies having share capital has to hold

statutory meeting• Unlimited cos. don’t have to hold this meeting• Held after 1 month but within 6 months of

obtaining the certificate of commencement of business

• Held only once in the lifetime of a company


Objectives of Statutory Meeting

• To acquaint the members with the assets and properties acquired by the company

• To discuss the success of floatation• Members cannot pass any resolution without

previous notice of at least 21 days


Statutory Report

• Directors have to send a report to every member• To be sent 21 days prior to the meeting• Report should be certified as correct by at least 2

directors• Report should be certified also by the auditors• Copy of the report must be filed with registrar at the time

of sending to members


Statutory Report:-What it includes

• Total no. of shares allotted apart from shares issued in cash

• Total amount of cash received by allotment of shares• Names,address and occupation of directors,auditors,MD

and secretary• Details of arrears of calls due from director and MD or

manager• Any commission or brokerage paid or to be paid to

directors and managers


Default in Filing of Statutory Report

• Every director or officer shall be punishable with fine of Rs 5000

• If meeting is not held on time, the court can order the compulsory winding up of the co. u/s 433


ANNUAL GENERAL MEETING

•Must be held once every year•Purpose – Review and evaluate overall company progress in the year dealing with “Ordinary Business”•What is “Ordinary Business” ?

1. Consideration of Annual Accounts, Balance Sheets, Report of Board of Directors and Auditors.

2. Declaring Dividends3. Appointment of Directors4. Appointment and providing remuneration to Auditors

•Any other business on agenda is considered “Special Business” Discussed in Extraordinary GM•Ordinary Business - Ordinary resolution•Special Business - Ordinary Or Special resolution•Exception is appointment of Auditor in a company where more than 25% subscribed Capital is held by Public Fin Institution, Central/State Govt., Govt. Co., Nationalized bank or General Insurance Co.


Statutory Requirements For AGM

1. First Meeting must be held within 18 months of Incorporation. Registrar Can’t give relaxation.

2. Next AGM need not be held within year of Incorporation or next year.3. Subsequent AGM must be held 1 per year within 6 months of end of FY.4. Gap between any 2 meetings < 15 months. Registrar can give relaxation of 3

months.5. AGM can be adjourned for later date. The adjourned meeting is considered

continuation of previous meeting, must be held within 15 months of Initial date.6. AGM must be held on working day business hours at registered office or City of

registered office.7. Notice of min. 21 days must be given to each concerned party (Shareholders,

Director, Auditor, etc). Smaller Notice is possible by mutual unanimous agreement by all members.

8. Pvt. Co can decide it’s own notice and who should receive notice in its AOA.9. Director’s Report + Annual Accounts + Auditor’s Report is shared with notice.


Default In Conducting AGM

If a member asks, Company Board Law may give directions to the Co. regarding conducting the meeting.

50,000 for each company, officer who defaults.

2500/Day for continuing offence after the first day.


Board’s Report or the Director’s Report

A report attached with the balance sheet and sent to the shareholders along with the notice calling for the AGM, giving them authentic meaningful information regarding the state of the company’s affairs and the result of year’s working along with the future prospects is called the DIRECTORS’ REPORT.

As per Section 217, it must deal with the following matters :a) The state of company’s matters;b) The amounts, if any, which the Board recommends to carry to any reserves in the

Balance Sheet;c) The amount, if any, which the Board recommends should be paid by the way of

dividend;d) The material changes and commitments, if any, affecting the financial position of the

company which have occurred between the end of the financial year to the company to which the Balance Sheet relates and the date of the report;

e) The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed


Section 217 also provides that the Directors’ Report shall, so far as is material for the appreciation of the state of the company’s affairs and not harmful to the business, deal with any changes which have occurred during the financial year :

a) In the nature of the company’s business;b) In the company’s subsidiaries or in the nature of the business carried out

by them; andc) Generally in the classes of business in which the company has an interest.

• As per sub-section2A of Section 217, the report shall also include a statement showing the name of every employee of the company who was in receipt of remuneration of 2 Lacs or more per month or 24 Lacs or more pa inclusive of the perquisites during the FY

• If any employee alongwith his spouse and dependent children holds atleast 2% of the equity shares of the company, then his particulars are also to be included in the said statement provided he was in receipt of remuneration which is in excess of that drawn by the MD or whole-time director or manager.

• The said Statement should indicate whether any such employee is a relative of any director or manager of the company and if so, the particulars of the director should be furnished.


As per sub-section2AA of Companies Amendment Act, 2000, the Board’s report shall also include a DIRECTOR’S RESPONSIBILITY STATEMENT, indication therein,

a) That in the preparation of the annual accounts, the applicable accounting stds. had been followed along with proper explanations relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of FY and of the profit/loss of the company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and irregularities;

d) That the directors had prepared the annual accounts on a going concern basis.

Director’s Responsibility Statement


Importance : a)Makes directors accountable to ensure good corporate governanceb)Casts heavy responsibility upon the part-time directors as they donot take part in conducting day-to-day affairs of the company

•Sub-section 2B of the Amendment Act, 1999 provides that where the company had gone in for a buyback of its own shares under Section 77A but could not complete it within the prescribed time, the Board’s Report must state the reasons for such a failure.•The directors are also bound to give fullest information and explantions in their report on every reservation, qualification or adverse remark contained in the Auditors’ report.•The Boards’ Report must be signed by the chairman of the Board if he is authorised to do so or it shall be signed by such number of directors as are required to sign the Balance Sheet and the Profit and Loss Account of the company.•Failure to take all reasonable steps to comply with the above provisions would render every director or other officer of the company responsible for the default liable to imprisonment upto 6 months, or fine upto Rs.20,000, or both.


Extraordinary General Meetings•All meetings other than the statutory and annual general meetings(Regulation 47 of Table A)•Called to transact business decisions which can not be postponed till the next Annual General Meetinge.g. Changes in memorandum and articles of association Reduction and reorganisation of share capital Issue of debentures etc •Convening and conducting is like AGM


Who May Call Such Meetings?1)By the directorsBy passing a resolution to that effect in the Board’s meeting2)By the directors on requisition (Sec169)Directors must convene an EGM on the requisition(written demand) of members holding 1/10th of total voting rights on the matter of requisition It must state the matters for the consideration in the meetingIt must be signed by the requisitionists and deposited at the registered office of the company Meeting should actually held within 45 days from the date of the requisition 3)By the requisitionists themselves If the directors fail to call the meeting within a forementioned time limits, the requisitionists, or such of the requisitionists as they represent not less than 1/10th of the total voting rights Should be conducted within 3 months


Contd…4)By the Company law Board If for any reason it is impractible to call or conduct an EGM, the Company Law Board may, either of its own motion or on the application of any director or any member entitled to vote, order a meeting to be calledIt can be convened on a public holiday and at a place other than the registered office of the company or the city in which the registered office is situated.


Thank You.

meetings law ppt

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