MEETINGS

Meetings of Shareholders

Statutory MeetingWho holds this:Public Company Limited by SharesLimited by Guarantee having share capitalWho Need not hold this:A Private CompanyLimited by Guarantee not having Share CapitalWhen to hold it:A period not less than 1 month nor more than 6 months from the date of commencement of business.Held once in a lifetime

Statutory ReportBOD sends to the members before 21days of meeting.Contents of the Report:Total Shares AllottedTotal Cash ReceivedAbstract of receipts and paymentsDirectors and AuditorsContractsUnderwritingArrears on callsCommission and Brokerage

Certification of the ReportCertified as correct by a Min. of 2 directors.One of the directors to be the MDBy the Auditors in case of first 3 contents.

A copy should be sent to the registrar after it has been sent to the members

Object of the meetingTo put the members in possession of all imp facts relating to the co. what shares have been taken, what money received, how much money spent on preliminary expenses etc. To provide members an opportunity to discuss about management, methods & prospects of the companyTo approve any modifications

Annual General MeetingTo be held every yearFirst AGM within 18 months of incorporation. A company Incorporated on 1st October 2000 may hold its first AGM by 1st April 2002.Interval of not more than 15 months between two consecutive AGMs21 days notice in writing.

Time and Place of the MeetingDuring business hoursNot on public holidayAt registered officeOr within the city. Could be specified in AOA or can be decided in any annual general meeting by passing resolution.

AGM is a Statutory RequirementTo be held even in the year of no business.Can be cancelled/ postponed in case of proper reasonsAccounts are not ready is no excuse & is regarded as an offence. In such cases, discuss all the business except accounts. Hold an adjourned meeting later.

Importance of AGMShareholders can discuss the affairs of the company. Review the working of the company. Appointment of Auditors. Annual a/c are presented. Dividends are declared.

Extraordinary MeetingAny meeting other than AGM and SM is called EGM. Called for transacting urgent or special business activities

Extraordinary MeetingThese may be convened by:The Board of DirectorsOn its ownOn the requisition of the membersBy Requisitionists themselves

21 days45 Days3 Months

Requisites of a Valid MeetingProper Authority:BOD should pass a resolution to call the general meetingMembersNotice of meeting 21 days notice to every member, auditors of the co., persons on whom shares of any deceased members may have devolved

Requisites of a Valid MeetingOmission to give notice even to single member may invalidate the meetingContents-Place of the MeetingDay of the MeetingTime of the MeetingType of Business: Ordinary or Special

Business to be transacted at the Meeting Ordinary businessSpecial Business

Proper QuorumUsually fixed in AOA or5 members in case of public co., 2 in case of any other co.If within an hour a member is not present the meeting shall be dissolved if called by requisition To be held on the same day, place & time in next weekIf quorum is not present even in adjourned meeting present member will constitute the quorum.

Exceptions-One person may constitute a meeting:If all the shares of a class are held by 1 member only, he can pass a resolution by signing it where co. law board orders, calls or directs the calling of meeting, it may direct that one person present shall be deemed to constitute the meetingIf a member is not present within hour in the adjourned meeting, even a single one present may constitute the meeting

Chairman of the meeting The members present can elect one of themselves to be the chairman on show of hands or by a pollDuties :- Act in the interest of the co.Ensure that meeting is properly convenedProper notice circulatedProvisions of the Articles are observedAll transactions are within the scope of the meetingTake care of rights of minority are not ignored

Minutes of meetings minutes within 30 days after the meeting. minutes book numbering if the pages signing of minutes by chairman fair & correct summary irrelevant issues to be excludedminutes book to be kept at the registered office of the co. open for 2 hours each day during business hours for inspection

Limited Liability Partnership LLP Act, 2008 passed by Lok Sabha on 12th of December 2008 and the President gave assent to the Bill on 7th January 2009.Hybrid of companies & PartnershipsBenefit of Limited Liability of Company and flexibility of Partnership.Separate Legal EntityContinue its existence irrespective of Changes in partnersLLP itself can enter into contracts and hold properties Partners Liability limited to the agreed contribution

Limited Liability Partnership

PartnershipLLPCompanyGoverning LawPartnership Act 1932LLP Act 2008 and rules made there underCompanies Act 1956RegistrationOptionalCompulsoryCompulsoryRegistered OfficeAnywhereAnywhere just by informing ROCSpecified StateCreationContractLawLawDistinct EntitySeparate Legal EntitySeparate Legal Entity under LLP Act 2008Separate Under Companies Act 1956Choice of NameAs per choiceShould contain LLP or Limited Liability Partnership as suffixLimited in case of public or Pvt. Ltd. In case of private company, subject to availability.

Limited Liability Partnership

PartnershipLLPCompanyCost of FormationNominal costLesser cost than company. Statutory fee ranges from Rs. 500/- to Rs. 5000/-Min. Cost in case of Private Company is Rs. 6000/- approx. And Public company is Rs. 21000/- approx.Perpetual SuccessionDepends on the will of the partnersPartners may come and goMembers may come and goStatutory MeetingsNo provision to hold meetingsNo provision regarding meetingsMeetings are to be conducted as per legal requirementsAnnual FilingNo statement to be filed with the registrarAnnual statements and Solvency (e-form 8) to be filed every yearAnnual statements to be filed every year

Limited Liability Partnership

PartnershipLLPCompanyAudit of AccountsOnly tax audit is required as per the income tax actAll LLPs except those having a turnover of less than Rs. 40 lakh or a contribution of less than Rs. 25 Lakh are required to get the accounts auditedAnnual audit is compulsory as per the company Law 1956Share TransferNot transferableGoverned by LLP agreementEasily transferableDissolutionAgreement, Consent, Insolvency, ContingenciesVoluntary or order by National Company Law TribunalVoluntary or order by National Company Law Tribunal

Limited Liability Partnership

PartnershipLLPCompanyAdmission as a partner/ memberUnder partnership agreementAs per LLP agreementBuying the shares of the CompanyCessation as a partner/ memberResignation/ death, as per the agreementAs per the agreement or in the absence of the same by giving 30 day noticeBy simple selling of sharesForeign NationalsCannot be partnersCan be partnersCan be shareholders