meetingsof share holders

8/9/2019 MEETINGSof Share Holders

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MEETINGS

OFSHARE

HOLDERSSAHINA SETHI & SAMEER RAINA

BY:-


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Wednesday, August 11,

2010

THE BUSINESS SCHOOL 2

NEED FOR MEETING

TO RATIFY

TO EXPRESS THEIR DISAPPROVAL

OF,THE DIRECTORS PASTCONDUCT.

TO CONSIDER THEIR FUTURE

PLANS. TO PASS RESOLUTIONS.


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2010


TYPES OF MEETINGS

GENERAL MEETINGS STATUTORY MEETINGS

ANNUAL GENERAL MEETINGS ,AND

EXTRAORDINARY MEETINGS.

CLASS MEETINGS OF SHARE HOLDERS

OF DIFFERENT CLASSES OF SHARES.


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2010


STATUTORY MEETING (SEC165)

Every company limited by shares and every

company limited by guarantee and having a share

capital shall, within the period ofnot less than one

month nor more than six months from the date at

which the company is entitled to commence the

business, hold general meeting of the members of

the company.Note: it is held only once in lifetime of a company.


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2010


STATUTORY REPORT

The Board of Directors shall at least 21

days before the day on which the

meeting is to be held, forward thereport, called Statutory Report, to

every member of the company.


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2010


CONTENTS OF STATUTORY

REPORT TOTAL SHARES ALLOTTED

NUMBER OF SHARES ALLOTTED

HOWMANY FULLYOR PARTLY PAIDUP?

FOR PARTLY PAID UP,THE EXTENT TO

WHICH THEY ARE SO PAID UP.

THE CONSIDERATION FOR WHICH

SHARES HAVE BEEN ALLOTED.

CASH RECEIVED WHILE ALLOTTINGTHE SHARES.


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CONTD

ABSTRACTS OF RECEIPTS AND

PAYMENTS (Note up to date 7 days

before report is dispatched) The receipts of shares and debenturesand other sources.

The payments made thereof.

The balance cash in hand. The estimate of preliminary expenses of

the company.


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CONTD

DIRECTORS ,AUDITORS,MANAGERS AND

SECRETARY. THEIRNAMES

ADDRESSES

OCCUPATION AND

CHANGES IF ANY HAS OCCURRED IN THEM

SINCE THE INCORPORATION OF THE BUSINESS

CONTRACTS SUBMITTED INMEETING FOR APPROVAL.

MODIFICATIONOF ANY EXISTING CONTRACT.


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CONTD

UNDERWRITING CONTRACT EXTENT TO WHICH IT HAS NOT CARRIED OUT.

AND REASONS FOR IT.

ARREARS OF CALLS. ARREARS DUE ON CALLS FROM EVERY

DIRECTOR AND FROMMANAGERS

COMMISSIONAND BROKERAGE.

PARTICULARS IF IT IS IN CONNECTIONWITHSALES OF SHARES AND DEBENTURES TO ANY

DIRECTOR ORMANAGER.


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CERTIFICATION OF REPORT

CERTIFIED BY AT LEAST TWO DIRECTORS.

ONE DIRECTOR SHOULD BEM.D.

THEN BY AUDITORS.

REPORT SHOULD BE SENT TO: REGISTRAR

MEMBERS.


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2010


OBJECT OF STATUTORY MEETING

AND REPORT. TO PROVIDE FACT AND FIGURES TO

THE REGISTRAR AND MEMBERS OF

THE COMPANY.

TO DISCUSS THE MANAGEMENT,METHODS AND PROSPECTS OF THE

COMPANY.

TO APPROVE THE MODIFICATION INTERMS OF ANY CONTRACT.


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2010


COS WHICH NEED NOT HOLD

STATUTORY MEETINGS PRIVATE COMPANIES

COMPANY LIMITED BYGUARANTEE AND NOT HAVING

SHARE CAPITAL.


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RESOLUTIONS


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MEANING

Motion

Motion means a proposal to be discussed at a

meeting by the members.

A motion must be in writing and signed by the

mover .and

Put to the vote of the meeting by the chairman.

NOTE:- Only those motions which are mentioned

in the agenda to the meeting can be discussed at

the meeting.


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2010


CONTD

Amendment

Amendment means any modification to a

motion before it is put to vote for adoption .NOTE:- There can be an amendment to

an amendment motion also.


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RESOLUTION

The altered motion is then discussed and put to

vote and if passed, becomes a resolution.

Resolutions mean decisions taken at a

meeting. TYPES OF RESOLUTIONS

ORDINARY RESOLUTION

SPECIAL RESOLUTION; AND

RESOLUTION REQUIRING SPECIAL

NOTICE.


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ORDINARY RESOLUTION

An ordinary resolution is one which can

be passed by a simple majority.

i.e vote in its favour are more than votescast against it.

Voting may be by way of a show of

hands or by a poll provided 21 daysnotice has been given for the meeting.


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NEED OF ORDINARY

RESOLUTION Issue of shares on discount [sec 79(2)].

Alteration of share capital [sec 94(2)].

Rectification of name [sec 22(1)(a)].

Reissue of redeemed debenture[sec 121].

Adoption of statutory report. [sec 165].


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Special Resolution

A special resolution is one in regard to

which is passed by a 75 % majority only

i.e the number of votes cast in favour ofthe resolution is at least three times the

number of votes cast against it, either by

a show of hands or on a poll in person orby proxy


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Following matters requiring Special resolution

Alteration ofMOA or AOA.

[sec 17(1)],[sec31(1)] Change in the Name of the company with the

consent of central govern ment. [sec 21],

Winding of the company voluntarily.

[sec 484(1) b].


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Resolution requiring Special Notice

Certain matters specified in the Companies

Act, 1956 which may be discussed at a

general meeting only if a special notice isgiven.

A special notice enables the members to be

prepared on the matter to be discussed andgives them time to indicate their views on

the resolution.


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CONTD

The intention to propose such a resolution

must be notified to the company at least 14

days before the meeting. The company must within 7 days before

the meeting give the notice of the proposed

resolution to its members.


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NEED OF SPECIAL NOTICE

To resolve at an annual general meeting that a

retiring auditor shall not be reappointed.

[sec 225].

To remove a director before the expiry of his

period of office. [sec 284],

To appoint another director in place of removed

director. [sec 284]


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CONTD

NOTE:-Please note that a resolution

requiring special notice may be passed

either as an ordinary resolution (Simplemajority) or as a special resolution (75 %

majority).


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ANNUAL GENERAL MEETING

. Every company must in each year hold an

annual general meeting. Not more than 15

months must elapse between two annual general

meetings. However, a company may hold its first

annual general meeting within 18 months from

the date of its incorporation. In such a case, it

need not hold any annual general meeting in the

year of its incorporation as well as in the

following year only.


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A notice of at least 21 days before the meetingmust be given to members unless consent is

accorded to a shorter notice by members,holding not less than 95% of voting rights inthe company.

The notice of the meeting must be accompanied

by a copy of the annual accounts of thecompany, directors report on the position ofthe company for the year and auditors reporton the accounts. Companies having sharecapital should also state in the notice that amember is entitled to attend and vote at themeeting and is also entitled to appoint proxiesin his absence.


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The AGM must be held on a working day

A company may, by appropriate provisions

in its articles, fix the time for its annualgeneral meeting and may also by a

resolution passed in one annual general

meeting fix the time for its subsequent

annual general meetings.


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Any member of the company may apply to theCompany Law Board.

The Company Law Board may call, or direct thecalling of the meeting, and give such ancillary or

consequential directions as it may consider expedientin relation to the calling, holding and conducting ofthe meeting.

The Company Law Board may direct that onemember present in person or by proxy shall be

deemed to constitute the meeting. A meeting held inpursuance of this order will be deemed to be anannual general meeting of the company. Anapplication by a member of the company for thispurpose must be made to the concerned RegionalBench of the Company Law Board by way of petition


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The following matters constitute ordinary business at an AGM :-

Consideration of annual accounts, directors report and the auditorsreport

Declaration of dividend

Appointment of directors in the place of those retiring Appointment of and the fixing of the remuneration of the statutory

auditors.

In case any other business ( special business ) has to be discussed anddecided upon, an explanatory statement of the special business mustalso accompany the notice calling the meeting. The notice mustshould also give the nature and extent of the interest of the directorsor manager in the special business, as also the extent of theshareholding interest in the company of every such person.

In case approval of any document has to be done by the members atthe meeting, the notice must also state that the document would beavailable for inspection at the Registered Office of the companyduring the specified dates and timings.


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EXTRAORDINARY GENERAL

MEETING Every business transacted at such a meeting is special

business. An explanatory statement of the specialbusiness must also accompany the notice calling themeeting. The notice must should also give the natureand extent of the interest of the directors or managerin the special business, as also the extent of theshareholding interest in the company of every suchperson. In case approval of any document has to bedone by the members at the meeting, the notice also

state that the document would be available forinspection at the Registered Office of the companyduring the specified dates and timings.


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The Articles of Association of a Company

may contain provisions for convening an

extraordinary general meeting


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CLASS MEETING

Such meetings are normally called when it is

proposed to vary the rights of that particular

class of shares. At such meetings, these

members discuss the pros and cons of the

proposal and vote accordingly.

Class meetings are held to pass resolution

which will bind only the members of the classconcerned, and only members of that class can

attend and vote


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Unless the articles of the company or a

contract binding on the persons concerned

otherwise provides, all provisionspertaining to calling of a general meeting

and its conduct apply to class meetings in

like manner as they apply with respect to

general meetings of the company.


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OTHER MEETINGS

MEETING OF BOARD OF DIRECTORS

MEETING OF CCOMMITTEE OF

BOARD MEETING OF DEBENTURE HOLDERS

MEETINGS OF CERDITORS

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