KINDS OF MEETINGS

PRESENTED BY:
RAJinder
MEANING OF MEETING
The word ‘meeting’ implies the
coming together of a certain
number of members for
transacting the business in the
agenda, for which a previous
notice has been given.
KINDS OF MEETINGS
 STATUTORY MEETING(SECTION 165)
 This section applies only to a public company
having share capital.
 Every company limited by shares and every
company limited by guarantee and having a
share capital shall :
1 With in a period of not less than 1month
and
2 Not more than 6 months from the date at
which the co. is entitled to commence
 this meeting is held only once
during the life time of the co.
And it is usually the first meeting
of the shareholders.

 COMPANIES EXEMPTED FROM
HOLDING THE STATUTORY MEETING
A private company
A public company not having a
share capital
Public co. limited by guarantee and
not having a share capital
An unlimited company
A govt. company
OBJECTIVE OF MEETING
 To discuss the success of the formation of
the company.
 To approve any modification in the
contracts specified in the prospectus, if
need arises.
 Providing information to the members
about the shares allotted, preliminary
expenses incurred or to be incurred,
status of implementation of underwriting
agreements and contracts entered into by
 STATUTORY REPORT
 The directors are required to send a report
called the “statutory report” to every
member of the co. atleast 21 days before
the date of the meeting.
 CONTENTS OF REPORT
 Shares

 Cash received
 Abstract

 Directors, auditors and other managerial

personnel
 contracts

Underwriting contracts
Arrears of calls
Commission and brokerage
 Certification of report: the report
must be certified as correct by not
less than two directors, one of whom
shall be M.D. if any.
 Filing of statutory report with ROC:
 Acertified copy of report shall be delivered
to the ROC in e-form 22 for registeration
immediately after the same have been
sent to the members of the co.
 Procedure at the meeting:
 List of members
 Matter for discussion(passing of
resolutions)
 Adjournment of statutory meeting

 MINUTES OF STATUTORY MEETING

The minutes should be signed by

the chairman within 30 days of
the meeting.
In case of ltd. Company , the copy
of minutes should also be sent
to the stock exchange in which
the securities of the co. are
Section 433(b)
 The company may be wound up if
there is default in delivering the
report to the registrar or in holding
the meeting.
ANNUAL GENERAL
MEETING
 SECTION 166(1)
 Every company shall in ‘each year’
hold in addition to any other
meeting a general meeting as its
AGM.
 YEAR refers to “calendar year”
Which companies hold
AGM
 Every company whether public or
private;
 having share capital or not ; limited
or unlimited .
OBJECTS OF AGM
 To protect the interest of shareholders .

 The Board of directors place accounts for

consideration, approval & adoption by
shareholders in the AGM.

 Shareholders exercise control over the

management by re-electing the directors.

 The auditors of the company are also

replaced in AGM.

 Dividend proposed by the directors is

declared in AGM.
TIME PERIOD
 First AGM: it must be held with in 18
months from the date of incorporation of
company.
 Subsequent AGM(Section 166 and 210):
 AGM should be held at the earliest of the
three relevant dates:
1 Six months from the close of financial year.
2 Within 15 months from the date of previous
AGM.
3 The last day of the next calendar year.
BUSINESS TO BE
TRANSACTED (SECTION 173)
 Ordinary business: it is transacted by
passing ordinary resolution.
 Special business: ( passing of special
resolution)
1 Removal of a director.
2 Issue of bonus shares.
3 Issue of right shares
4 Election of a person as director.
 Explanatory statement is required for
transacting each item of special business.
 ANNUAL GENERAL

STATUTORY MEETING

MEETING(AGM)
 Noticeof meeting  21 days notice (may
must be given at be at shorter notice)
least 21 clear days

before the meeting.
( may be at shorter  Same …….
notice)

 Notice must be given
to every member of 
the company, legal
representative of a  TIME: during business
deceased member, hours .
Official receiver, the  DAY: which is not a
auditor of company.
public holiday.
 TIME DATE AND PLACE
OF MEETING:
 PLACE: at registered
office .
 No restrictions

 EFFECT OF NON –  EFFECT OF NON-
COMPLIANCE COMPLIANCE
1 FINE: may extend to 1 Power of Central
Rs. 5,000. Government to
2 WINDING UP: if default call AGM.
is made in 2 PENALTY: which may
delivering the extend to Rs.
statutory report to 50,000
the registrar or in  &
holding the  in case of a
meeting, the
continuing default,
company may be
fine may extend to
wound up by the
Rs. 2,500 for every
NCLT.
day.
EXTRAORDINARY GENERAL MEETING
 Regulation 47 of the table a provides “ all
general meetings other than annual
general meeting shall be called as EGM”
 NEED FOR EGM:
 It may be held for the purpose of dealing
with any extra ordinary matter which
can’t be postponed till the next annual
general meeting.
EXTRA ORDINARY MATTERS
CAN BE……….
Changes in M.O.A
Changes in A.O.A
Reduction or reorganisation of share
capital
Issue of debentures
Removal of director
Removal of auditors

BUSINESS TO BE
TRANSACTED
 All business transacted at such meeting is
called special business .
 EGM may be convened by any one of the
following:
 (a) The board of directors
 i) on its own
 ii) on the requisition of shareholders.
 (b) By requisitionists themselves.
 (c) By National Company Law Tribunal.
 (A) EGM convened by the
Board of Directors ……
1 On its own : Regulation 48(1) of Table A
provides that “ Board may, whenever
thinks fit, call an EGM”. Company secratory
has no authority to convene an EGM
without such authority.
2 By directors on requisition of shareholders
[section 169(b)]: if the following conditions
are satisfied:
 (a) the requisition is signed by the requisite
no. of members u/s 169(b)
(b) The requisition shall state the matters for the


consideration of which meeting is to be called u/s

169(2)

(c) It shall be deposited at the registered office of



the company u/s169(3).

 EGM called by the Board : on receipt of a valid
requisition:
 The Board shall within 21 days from the date of
the deposit of a valid requisition proceed to call
EGM by giving 21clear days notice.
 The meeting shall be held within 45 days from the
date of deposit of the requisition.

(B) EGM convened by
requisitionists
If the board does not proceed to call a meeting with
in 45 days of deposit of requisition then the
meeting may be called by the requisitionists
themselves as follows:

1. Eligible members

2. Time period for holding

3. Manner of calling of EGM

4. Only special business can be transacted for which

meeting is convened

5. Expenses to be reimbursed

6. No action against defaulting directors


(c) Power of NCLT to call
EGM
If for any reason it is impractical
to call or hold or conduct an
EGM, the NCLT may order an
EGM to be conducted in such
manner as it thinks fit.
NCLT may exercise such power :

(a)On the application of a member

or
(b)On the application of a director
or
NOTICE OF EGM
 Notice of every EGM together with
the explanatory statement must
be given to the members at least
21 days before the date of
meeting , in accordance with the
provisions of the Companies Act,
and the Articles of the company.
TIME AND VENUE OF
MEETING
 The provisions of section 166 regarding
time and venue of holding AGM has no
applicability to the EGM.
 Directors are expected to keep in mind,
convenience of the members in fixing
the time and place of meeting so that
they can exercise their voting rights.

 CLASS MEETINGS
 Class meetings are generally held
for obtaining the consent of a
particular class of shareholders:
for altering their rights and
privileges or
for conversion of one class into
another.
REQUISITES OF A VALID
MEETING
Properly convened:
 1. The meeting must be duly
convened by a proper authority.
 2. a proper notice must be served
in the prescribed manner to all
the persons entitled to receive
the notice.
 Legally constituted:
 1. A quorum must be present.
 2. A chairman must preside.
 3. Minutes of the proceedings of
the meeting shall be kept.
THANK YOU