Meeting

1. Meeting Meeting refers to group discussion. It is an assembly of people, where matters are moved or put forward, discussed and resolved, which makes an effective meeting. Company meeting are no different-it may be of the directors, of the shareholders or of the policy makers. But whatever may be the case, it has to pass across some sort of norms, some accepted codes of conduct.

2. Primarily, the different kinds of company meetings are: • Statutory meeting • Ordinary general meeting and • Extraordinary general meeting • Directors meeting or academically, the board meeting

3. Statutory meeting -This is the first meeting of the shareholders of the company after its incorporation. -This meeting, according to the provisions of the companies act(sec 83), is to be held within a period of not less than one month and not more than six months from date of receipt of the certificate of commencement of a public limited company. -Such a meeting, however is not required for a private limited company. -A statutory meeting is held once in the life time of a company. -The object of such a meeting is to acquaint (inform) the shareholders about all affairs of the company since its incorporation. - The statutory meeting is to be organized by a notice of 21 clear days.

4. Statutory report This is the statement to be forwarded by the directors to every shareholder at least twenty one days before holding of the statutory meeting together with a notice for the same. This report contains the following information of the company: • The total number of shares allotted for different considerations with the particulars of such considerations. • The total amount of cash received on different types of shares with particulars. • An abstract of each receipts and payments the above three items are to be certified by company’s auditors. • the names, descriptions and addresses of the directors, managers, secretary and auditors of the company. • The particulars of any contracts or its modifications • The extent to which underwriting contracts have been carried out. • The arrears due on calls from directors, managers and managing agents. • The particulars of any commission or brokerage paid to any director, manager or managing agent.

5. Continue ……….. After sending such a report to the members, a copy of this report is to be filed with the registrar of joint stock companies. This report is to be certified by at least two directors. -the requirements of statutory meeting and the report are governed by section 83 of the companies act 1994.

6. Annual General Meeting (AGM) This meeting is a recurrent affair of every company every year (sec.81). It deals with normal business of the company and provides a forum for the shareholders to meet at least once in a year to discuss company affairs. -It being a regular yearly event, is also known as the AGM. -However, it is also referred to as Ordinary General Meeting (OGM) -It enables the ordinary shareholders to exercise their rights and privileges of their membership and proprietorship of the company and ultimate control over its management.

7. Continue…. Time of the meeting: -The first annual general meeting is to be held within eighteen months from the date of incorporation of the company. -Subsequent meetings are to be held once at least in every calendar year and not more than fifteen months after holding of the last preceding general meeting[sec.81(1)] -This meeting should ordinarily be held on a working day and during working hours at a specified place as per notification with at least (14) fourteen days notice.

8. Continue…. Business of the general meeting.. • To adopt the statement of annual accounts i.e. the balance sheet and the profit and loss account, together with the report of the auditors thereon. (sec. 183(1,2) • To approve the directors report.(184(1) • To elect directors in place of those retiring. [91(2) • To appoint auditors and fix their remuneration. [210(1) • To declare dividend (if any). [184(1)(c)

9. Extraordinary General Meeting (EGM) -any meeting of the shareholders other than the statutory and annual general meeting (AGM) is called Extraordinary General Meeting (EGM). - It is convened to do some urgent business which is not to be deferred till the holding of the next annual general meeting. - where it is necessary to pass a special or extraordinary resolution, an extraordinary general meeting has to be called. - it may be called by the directors or by the shareholders. The directors at a board meeting will decide about the calling of an extraordinary general meeting. - shareholders holding not less than one-tenth of the issued and paid up capital of the company may send a requisition stating the reason for such a meeting to the directors (sec. 84) -the directors are to issue a notice calling for such a meeting within twenty one days of such valid requisition. -

10. Board meeting This means the meeting of the Board of directors. This is purely an in house event. that requires them to meet from time to time to discuss and decide matters relating to policy and for reviewing its affairs and progress. • Board must meet once in every three months and at least four times a year (sec.96) • The directors may meet more often. • The chairman, managing director or any director can issue notice calling a Board meeting. • The agenda points should be clear, lucid and unambiguous. • Regulation 89 of the companies act however, provides that the quorum necessary for the transactions of business at the board meeting may be fixed by the directors, and unless so fixed, it shall (when the number of directors exceeds three) be three. • There is no room for proxy in the board meeting.

11. Business of the board meeting The usual businesses transacted at a board meeting are as follows: • Determining overall business and management policy. • Issuance, allotment, call and forfeiture (punishment) of shares. • Approving transfer and transmission of shares. • Issuance of debentures and allotment thereof. • Exercise borrowing powers • Investment of company funds • Appropriation of profit with recommendation of final and declaration of interim (short-term) dividend. • Adopting annual report. • Convening general meeting • Fixation of the period of book closure. • Framing and approval of company contracts and agreements. • Recording and correction of statutory books. • Filling of various returns and statements • Review progress and affairs of the company. • Conduct any specific inquiry • Appointment, promotion and dismissal of staff.

12. Resolution Resolution is the decided conclusion of a motion in any meeting. They are discussed, thrashed out, often amended, seconded or voted and if finally carried they become the resolutions. The ultimate aim of a meeting is to adopt resolutions.

13. Kinds of resolution • Ordinary resolution • Special resolution • Extraordinary resolution • Class resolution

14. Ordinary resolution Decisions of the members at a general meeting are made by a resolution. All resolutions must be passed in accordance with the requirements of the Companies Acts and the Articles of Association. Most standard business conducted at AGM's is carried out by an ordinary resolution, which requires a majority in excess of 50% of the voting members. This is passed by a majority of members present at a general meeting. Such a resolution is passed in the ordinary way and deals with ordinary business, such as passing of accounts, appointing directors and so on.

15. Ordinary resolution cont…… • The general meeting held every year transact primarily the ordinary resolutions. Subject to the articles, shareholders ordinary resolution is sufficient for: • Transaction of ordinary business • Fixation of any remuneration • Increase of paid up capital • Consolidation shares or subdivision of shares • Cancellation of unissued shares • Voluntary winding up where the objects for which it was formed is attained, • Voluntary winding up where period of duration of the company has elapsed • Appointment of liquidator in a member’s voluntary winding up • Registrar of unlimited company as limited and • Adjournment (Suspension) of a meeting.

16. Special resolution • Special resolution: This is passed at one meeting by a three fourths majority of the members present in person or by proxy, provided notice for such meeting specifying the intention to propose the resolution is given at least twenty one days before the date of the meeting. • It is to be passed by a majority of not less than three fourth (75%) of the members present and vote in person or by proxy. • The resolution to be carried as a special resolution must be clearly and explicitly spelled out in the notice and must be notified at least 21 clear days before the meeting(sec.87(2)

17. Special resolution cont.… Special resolutions are necessary for the following among other purposes: a. To change the name of the company with consent of the Central government (Sec. 11) b. To alter the memorandum with leave of the court (Sec. 5.12) c. To alter the articles of the company (Sec. 20) d. To reduce the capital (sec. 59) e. To convert any portion of the capital, uncalled, into reserve capital (Sec. 74) f. To appoint inspectors to investigate the company own affairs (Sec. 207) (1). g. To wind up a company voluntarily (Sec. 286(2)

18. Extraordinary resolution This is passed by such majority as is required for the passing of a special resolution at a meeting of which 14 days notice has been given. • The notice must specify the intention to propose the resolution as an extra ordinary resolution (Sec. 87(1). • Such resolution is necessary when a company is sought to be wound up voluntarily on the ground that it cannot continue its business on account of its liabilities and also for a number of other reasons.