Sub: Company and Cooperative LawTopic: Company Meeting, Types and Procedures

Panjab UniversityDepartment of Public Administration

Submitted to: Dr. Bhawna Gupta

Submitted by: Amanullah Shafaq

Introduction

Company is an association of several persons they will always need to have discussion and make decisions.Meeting of the company take place between the members, directors, creditors or members and directors, or all of them

Meaning

When members, directors or creditors of a company come together at a certain time and place to discuss business affairs it is called meeting of the company

The word “meetings” in context of company means a gathering or assembly of directors or shareholders or of both for taking decisions on the agenda before them.

Basically, these people has been convened for the purpose of achieving a common goal through verbal interaction, such as sharing information or reaching agreement.

Meetings may held face to face or virtually, as mediated by communication technologies such as a telephone conference call or a video conferences.

Kinds of Meeting

Members Meeting(Statutory)

Every public company limited by shares or limited by guarantee & having share capital must hold a general meeting of its members, to be called statutory meeting.

It is the first meeting of the members of the company after its incorporation.

Exempted from Statutory meeting

Every company is free to hold its first meeting but certain companies are not required to hold their first meeting

Objectives of Statutory meeting

Statutory Report The document containing all the information required by the

shareholders before the statutory meeting is known as Statutory Report .

The Statutory Report must comply with the following guidelines of company law :

Statutory Report must include

Company Annual General Meeting

Section 96(1) of the Companies Act,2013 provides that every company, other than OPC, shall in each year hold ( in addition to any other meetings ) at least one meeting of its shareholders each year.

It is a statutory requirement to hold an annual general every year, although the company is holding so many other meetings in that year .

According to the General Clause Act,1897 the word “year” means calendar year i.e. a period of 12 months running from 1st January to 31st December.

The proper authority to call AGM is the Board of Directors.

Objects of holding an AGM

1) AGM is to be held within 6 months from the date of closing of

financial year.

Time perio

d In case of

other AGM

If it is 1st

AGM

2) AGM is to held within 15 months of last AGM.

3) Registrar may for any special reason , can grant extension up to only

3 months

2) If AGM is so held , there is no need to hold AGM in the year of its

incorporation

1) AGM is to be held within 9 months of closing of financial year of the company [Proviso Sec96(1) ]

When-AGM

Time, date and venue

Exceptions to Above

If a day is declared by CG to be holiday after the issue of notice, it shall not be deemed to be a public holiday, in relation to that meeting

Where AGM adjourned because of lack of quorum, it is to held on the same day,

time & place in the next week, even if that day is a public holiday.

Default in holding AGM

If a company default in holding an AGM, the following two consequences will follow:-

Extra-Ordinary General Meeting

Sometimes, matters requiring immediate consideration by members may crop up whose consideration cannot be deferred till the next AGM . To meet such emergencies, the companies can provide for holding of emergency meetings of the members which are known as Extra-ordinary General Meetings. Regulation 42 of Table F provides that all general meetings, other than AGM, shall be called as EGM .All the business which can be transacted at an EGM shall be deemed special.

Who may call EGM The EGM can be called by anyone of the following:-1) By the Board of directors ( on its own motion or on demand of the

requisitionists ), or2) By any directors or any two members , or3) By the Requisitionists themselves , or4) By National Company Law Tribunal (NCLT)

Calling of EGM (Sec 100) • Section 100(1)of the Companies Act , 2013 empowers the board to call an

extraordinary general meeting of the company at anytime when it deems fit .• If in case the board fails to call an EGM , it may be called by the

requisitionists in manner as prescribed under sub sections of the Section 100

EGM called by Board [Sec 100(4)]

On a receipt of a valid requisition, the Board shall within 21 days proceed to call EGM to be held not later than 45 days from the date of deposit of requisition .

EGM called by Requisitionists If the board fails to call an EGM, it may be called by the requisitionists

themselves as follows :

Power of Tribunal to call EGM (Sec 98)

Companies Act,2013 provides that when it is impracticable to call, hold & conduct the meeting of the Co. according to the provision of the law or of the article of the company, the NCLT may order a meeting of the company to be held or conducted in such a manner as it thinks deem fit.

Here the word “impracticable” means impracticable from a reasonable point of view.

Holding a meeting is supposed to be impracticable in the following circumstances

1. When there is dispute between the various the shareholders that, who are the lawful directors of the company to call the meetings.

2. Where the Registered office or any other place fixed for the meeting has been locked.

3. Where the company does not have it’s duly appointed Board of Directors.4. Where there is chance of quarrel & violence at the meeting.

Class Meetings

Besides the GMs, the articles of a company may provide that certain matters affecting the interest of the holders of a particular class of shares shall be subject to the consideration & decision of a meeting of those holders only, such meetings are called “Class Meetings”

In other words Class Meetings are those meetings that are held by the shareholders of a particular class of shares e.g. Preference shares

The class meeting are usually required to be held when it is proposed to alter, vary or affect the rights of a particular class of shares. So for effecting such changes, it becomes necessary to call separate class meeting of the holders of those shares & seek their approval.

For example : As per Section 48 of 2013 act, where a company desires to cancel the arrears of dividends on cumulative preference shares, it is necessary to call a meeting of such shareholders & pass a special resolution.

Board Meeting

The affairs of a company are managed by the Board of Directors. So it is necessary that the directors should often meet to discuss various matters regarding the management & administration of the affairs of the company in the best interest of the shareholders & the public.

Essentials of a Valid Meeting 1. Frequency of Board Meeting2. Notice of Board meeting 3. Quorum of a Board Meeting 4. Chairman of a Board Meeting5. Agenda of a Board Meeting

Notice of a Board Meeting [Sec173(3)]

Quorum

Effect of no quorum

Due to lack of quorum the meeting shall automatically stand adjourned to the same day at the same time & place in the next weekIf that day is a national holiday till the next succeeding day, which is not a holiday, at the same time & place Proper quorum is required at adjourned meeting but issue of fresh notice is not required

Required quorum Quorum refers to the minimum number of members who must be present in the meeting in order to constitute a valid meeting and it should fixed by articles of the company According of company Act 2013 five person for the meeting of public company and two persons should for the private company

Minimum number of BMsThe 1st BM of a company shall be held within 30 days of the date of incorporation There shall be minimum of 4 board meeting every year at interval of maximum of 120 days.

Chairman

Duties of the Chairman

•To ensure that meeting is according the provision of the company act and article of association•To ensure that required quorum is present •To ensure that meeting follow the agenda of the meeting • control the meeting to held in proper discipline •He must exercise his casting vote bona fied in the interest of company •He must order for poll when there is demand properly

The chairman is the head of the meeting and chairman of the board of directors is the director of the meeting and that should mentioned in the article of association if it is not clear directors or members are present in person at the meeting elect one of themselves as chairman.Without chairman meeting is incomplete

voting

Generally matters are decided at general meeting by a show of hands

• voting means recording the number of votes cast for or against a resolution •Each member count for one vote only irrespect of his shareholding. And when poll is ordered show of hands has no effect.• poll is talking place if demand for that exist with prescribed number of members

•In the case of public company which have share capital a member by himself or by his proxy can vote only if:1.He has 1/10 fo total voting power of vote on resolution2.On which an aggregate sum of not less than 50 thousands rupees has been paid up

Amendment of a motion: means any modification to a motion before goes to vote for adoptionAny member can proposed amendment to a motion and the chairman have the discretion to accept or reject the amendment and amended motion will go to vote

Motion and its Amendment

Motion means a proposal to be discussed at meeting by the members a resolution may be passed for the accept a motion with modification or without modification or a motion may be entirely rejected

A motion must be:• In written• Motion should signed by the mover • Motion should put to the vote of the member by the chairman • motion for discussion need to be a part of the agenda • Motion which raised by a member should seconded by another member

Resolution Resolution means a decision taken at a meeting, members of the meeting after their discussion they vote for a motion and if they passed that it become a resolution Types of Resolution there are three types of resolution1.Ordinary resolution: which can be passed by simple majority voting can be by showing hands or poll2.Special resolution: which only can passed by 70% majority only. There is need of three time the number used against a motion•Bringing change in the provisions mentioned in memorandum of association•To altar the name of the company with the approval of central government •To omit the word limited or private limited from the name of a company•To create reserved capital 1.Resolution that required special notice: there are certain matters that required special notice for discussion in a meeting e.g. •Appointment of auditors •To remove a director before expiry of his period of office•To appoint another director in place of removed director•Any other matters mentioned in the article of association

Dissolution & Postponement

Dissolution of a meeting means termination of a meeting the meeting no longer exist once it has been dissolved and a meeting will face with dissolution if:

1. within half an hour after the time appointed for holding a general meeting and meeting not started.2.The quorum is not present the meeting shall stand dissolved if it was called by requisition of the members,Postponement: postponement of a meeting means deferring the holding of the meeting itself at a later date postponement can take place by board of directors or by the person convening the meeting

Minutes of a Meeting

Every company must keep minutes of the proceedings of general meetings and meetings of the boards of directors and its committees.Points that should noted:• pages of the minute book should have number and the minutes should record within 30 days of the meeting.•Posting or attaching papers to minute books are not allowed •Minutes book should kept in the registered office of the company •Access to minutes book should free of cost for the members during the business hours at registered office of the company

Thank you

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