Essentials Of Valid Meeting

Akshata Naik

02

Hetal Mehta

16

Siddhesh Dalvi

33

Swapnil Vaidya

42

A meeting is a gathering of people to present or exchange information, plan joint activities, make decisions, or carry out actions already agreed upon. Almost every group activity or project requires a meeting, or meetings, of some sort.

SHAREHOLDERS OR GENERAL MEETING .

OTHER MEETINGS

Statutory Meeting. Annual General Meeting. Extra ordinary General Meeting. Meetings convened by National company law Tribunal. Class Meetings.

Meetings Of Creditors Meetings Of Debenture Holders Meetings Of Directors

STATUTORY MEETING A Statutory meeting is a general meeting of the company which is held to provide an earlier opportunity to the members for discussing all matters related to the formation of the company.

A public limited company having a share capital under legal obligations to hold statutory meeting Forward Statutory report at least 21 days prior to meeting Accuracy of Statutory report must be certified Certified copy of Statutory Report to be sent to Registrar

Board of Directors shall cause a list of names, addresses,occupations of members of company and no.of shares held by them All matters relating to the formation of the company or arising out of statutory report to be discussed by the members in Statutory meeting

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Annual General Meeting is a regular meeting of the members of a company held annually for the purpose of transacting companys ordinary business. AGM is called by company forpassing of annual accounts declaration of dividends election of directors appointment & fixation or remuneration of directors

Board of Directors have the power to convene AGM Must hold 1st AGM within 18 months Subsequently Agm should be held each year within 6 months after the close of financial yr Company must call AGM on working days during business hours Company must give at least 21 days prior notice to call AGM

Pro forma Of Notice Of AGM

All General meetings other than the statuory meeting and the annual general meetings shall be known as extra ordinary general meetings. All General meetings of the members held between two AGMS are called extra ordinary general meetings

Held under two circumstances: - When directors have to transact some immediate and urgent business - On requisitions of members holding not less than 1/10th of paid up share capital of company OR 1/10th of the total voting power of all the members at the datev of the deposit of requisition when company has no share capital

A notice of 21 days prior to meeting should be given Matters for the consideration of which the meeting is called shall be stated in requisition and those matters shall be considered at meeting Meeting must be held by the directors on a day not latter than 45 days from date of deposit

On default of the directors to comply with any of the conditions the meeting will be called and held within 3 months of the date of deposit of requisition Resolutions properly passed at a meeting called by requisitionists shall be binding upon the company

National company law may also call,hold and conduct the meeting under certain circumstances when they are satisfied that it is impracticable to call a meeting (excluding AGM) of the company in a manner in which the meetings of the company may be called when it is not possible to hold or conduct the meeting of the company in a manner prescribed by the act or AOA

When share capital of company consists of different classes of shares, meetings of different classes of share holders may have to be called in order to discuss matters affecting them At class meeting, the share holders of that class of share capital only have right to represent

Proper Authority Authority to call general meeting lies with the board of directors,notice should be issued under their authority,granted at a duly constitued meeting of the board or passing a resolution by circulation Notice - Length of Notice - Notice to whom - Contents of notice - Agenda

Place of Meeting AGM: Annual general meeting has to be held by public company at its registered office or some other place in the same city, town or village where the registered office of the company is situated Private company can hold its AGM at any other place if; - it has fixed the place of meeting by the articles; OR - it has fixed the place of meeting by resolution agreed by all members

Other general meeting There Is no provision in the Companies Act that states the general meeting of the company other than AGM must be held at particular place

QUORUM: - Minimum no. of members required to constitue a valid meeting and to transact business legally therein is called quorum - No meeting can be valid without quorum - Quorum is to be fixed by AOA - 5 persons personally present for public company and 2 members personally present in case of any other company shall be quorum

- Within half an hour from the time appointed for holding a meeting of company, if quorum is not present meeting is called on Requisition of members and shall stand dissolved - In any other case, Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as board may determine

Chairman - Ever general meeting is presided by chairman - Regulates and supervises proper conduct of meeting - Articles provide mode of appointment of chairman - If Articles donot provide members shall elect one of themselves to be chairman

PROXY - The term proxy is used for both 1) the person authorised to act or vote for another at a meeting of the company AND 2) the instrument by which the person is appointed to act for another at a meeting of company

Law entitles every member of a company eligible to attend and vote at a meeting to appoint another person as his proxy to attend and vote a company meeting instead of himself A member of company having share capital doesnot have this right unless its articles provide

A proxy is ordinarily entitled to vote only on poll Member of private company shall not be entitled to appoint more than one proxy to attend on the same occasion unless articles provide Member of public company can appoint more than one proxy

VOTING - Business at a company meeting is done in the form of resolution passed - Every member has a right to vote on such resolutions - Articles may provide that a member shall not be entitled to exercise any voting rights in respect of any shares registered in his name on which he has not paid all calls

Voting by show of hands - Voting is to be done in the first instance by show of hands - On show of hands each member shall have one vote - Proxies are not entitled to vote in such a case of voting unless articles provide

Voting by Poll - Voting in accordance with the voting rights are given to the members by AOA is called a poll - It implies exercise of voting rights by members in proportion to their shares of the paid up equity capital of a company

- A poll may be demanded by either of the following: Chairman on his own motion, or By members having not less than 1/10th of total voting rights or by member or members having paid up capital of not less than Rs.50000,whichever is low in case of public company & atleast 2 members present in person or by proxy for private company

- The demand for poll may be withdrawn at any time by the person or persons who made the demand - A member can distribute his votes according to his choice in case of voting by poll,he can split his votes in favour or against the same resolutions