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8/2/2019 Company Meetings & Proceedings
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COMPANY MEETINGS &
PROCEEDINGS
Submitted By :-
Rishibha Rai
Sultan Omar Salim
Gagandeep Singh Dhillon
Nikita Sangal
Anuj Diwakar
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COMPANY MEETINGS
A company is an association of several persons.
Decisions are made according to the majority.
Various matters have to be discussed and decided.
discussions take place between members and between
the directors.
must be at least 2 persons attending the meeting
One member cannot constitute a company meeting
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CLASSIFICATION OF MEETINGS
General Meetings
Statutory Meetings
Annual general Meetings
Extraordinary Meetings
Class meetings of shareholders :-
Meetings of creditors and debenture holders
During the lifetime of the company and
At the time of winding up of the compnay
Meetings of directors
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STATUTORY MEETINGS
Statutory meeting is the first meeting of the members of the publiclimited company. It is held only once in life of a public company. It canbe convened by the directors of the company only.
The statutory meeting is held byEvery public limited company limited by shares.Every company limited by guarantee.Every private company converted into a public company.
It is provided in companies' ordinance that the directors shall send anotice of statutory meeting at least 21 days before the day of themeeting to all the shareholders of the company. The directors shall notsend the statutory report duly certified by not less than three directors,one of whom shall be the chief executive of the company.
The business of the meeting is to consider the statutory report. Thestatutory report contains a brief account of the state of company'saffairs since its incorporation and the business plan. It describes theshares allotted by the company cash, cash received in respect of suchshares allot, an abstract of the receipts and payments of a company,names, occupation of the directors, etc
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PROCEDURE AT THE MEETING
Convening and Conducting of Statutory Meeting: As the statutory meeting is ameeting of the members of a company, all the provisions of general meetingunder section 171 to 187B will be applicable.
Statutory Report: The Board of Directors shall prepare a statutory reportcontaining all particulars as setout in sub-section (3) of section 165.
Certification of Statutory Report: The Statutory Report is required to be certified
by two or more director, one of them shall be the managing director
Notice of Statutory meeting: At least 21 days notice should be given to all themembers of the company for convening statutory meeting
Adjournment of Statutory Meeting: Statutory Meeting may adjourn from time totime and at any adjourned meeting, any resolution for which resolution has been
given may be passed. Filing of Statutory Report with Registrar: The Board of Directors of a company
shall deliver a copy of the said report in e-Form electronically to the Registrar
Penalty: If default is made in complying with the provisions of section 165 of theAct, every director or other officer of the company, who is in default shall be
punishable with fine, which may extended to Rs. 5000.
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ANNUAL GENERAL MEETING
Should not have more than 15 months interval.
1st general meeting- 18 months after incorporation.
Time and place of meeting 21 days notice
Consequences of failure to hold annual general meeting.
Power of company law board
Importance of annual general meeting.
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EXTRAORDINARY GENERAL MEETING
Ordinary meeting
Extraordinary meeting transacting some urgent business
which cannot be postponed.
(1) Extraordinary meeting convened by the Board of
directors.
(2) Extraordinary meeting convened by the requisiontists.
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REQUISITES OF A VALID MEETING
Proper Authority
Notice of meeting
Length of notice
Notice to whom
Contents of notice
o
Quorum for the meeting
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Chairman of the meeting
Minutes of the meeting.
Entries of proceedings of meetings
Signing of minutes
Fair and correct summary
Exclusions from minutes.
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VOTING AND POLL
The motions proposed in a general meeting of a
company are decided on the votes members of the
company.
Voting
Show of hands
The duty of thechairman is to countthe hands raised &
declare result
Taking a poll
Before or on thedeclaration of resultsa poll may be takenby a chairman of his
own accord
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RESOLUTION
The questions which generally come
for consideration at the general meeting of a
company are presented in the form of proposals
called motions and when this motion is carried, it
becomes a resolution.
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