2. Definition of meeting
A meeting is a gathering of two or
more people that has been convened
for the purpose of achieving a
common goal through verbal
interaction, such as sharing
information or reaching
agreement. Meetings may occur face
to face or virtually, as mediated by
communications technology, such as
a telephone conference call or
a videoconference.
3. In short…..
Meeting is a process to come
together with a specific
purpose at a particular
time……
5. Statutory meeting {sec-165}
• Every company limited by share or
guarantee and having a share capital
has to commence
• That’s the first meeting of the
shareholder’s of the company
• Only once in a lifetime
6. • Board of directors to forward it at
least 21 days before meeting.
• Every member to receive the copy.
• Notice of meeting to clearly say the
word “statutory meeting”.
• If the report is forwarded later than 21
days every member entitled to attend
the meeting has to agree on the due
forwarding process.
7. Contents of the report
• Total shares allotted
• Cash received
• Abstract of the receipts and payments
• Directors and auditors
• Contracts
• Underwriting contract
• Arrears of calls
• Commission and brokerage
9. Annual general meeting
{SEC 166 & 167}
• Organize it within every 15 months with the exception of
first meeting to be held in 18 months of the making.
• The meeting must be held in each year.
• It must not held later than 6 months from the date of
balance sheet.
• Notify in writing 21 days prior to meeting.
10. Case law: Sree Meenakshi Mills Co. ltd
v. Assistant Registrar of Companies on 8
March, 1938
• The conviction of the company was in my opinion correct. Section 76(1) of the
Companies Act requires a general meeting to be held once at least in every
year. The argument on behalf of the petitioners is that since the general meeting
called on 30th December, 1934, was adjourned to 31st March, 1935, and was
held on that date, it follows that general meeting was held in 1934 and in
1935, and the general meeting held on the 28th January, 1936, was within 15
months of 31st March, 1935. This is specious, but unsound. It can be reduced to
absurdity in a moment. If it were correct a general meeting held in 1934 could
be adjourned to 1935 and again adjourned to 1936 arid so on without limit. But
that would obviously not satisfy Section 76. Section 76 demands that there
shall be a general meeting held once at least in every year, that is, one meeting
per year, and as many meetings as there are years. It does not mean that the
same meeting can go on being held once in-each year. The meeting on 31st
March, 1935, was not a different meeting from the one which began on 30th
December, 1934; it was the same meeting. Section 76 required that in 1935 a
separate and distinct meeting should be held.
• The conviction of the company is therefore correct and the fine as reduced by the
learned Sessions Judge is not excessive. The officers however cannot be said to
have been "knowingly parties to the default" in the face of the evidence that
they took legal advice and acted accordingly.
11. Importance of annual general
meeting
• Consideration of accounts, balance sheet and reports
of the board of directors and auditors
• Shareholders can take decisions relating to business
• Declaration of dividends
• Appointment of directors
• Appointment and fixed or remuneration of auditors.
12. Extra-ordinary general
meeting {SEC 169}
• Statutory and annual meetings are
ordinary
• This meeting is called to decide upon a
serious issue that cannot be delayed of
the next annual meeting
• Board of directors on their own or on the
request of members can call meeting and
by the company law board.
13. Resolutions
• Resolutions mean decisions taken at a
meeting. A motion, with or without
amendments is put to vote at a
meeting. Once the motion is passed, it
becomes a resolution. A valid
resolution can be passed at a properly
convened meeting with the required
quorum.
16. When is it
needed?
• Issue of shares at discount {SEC 79 (2)}
• Alteration of share capital {SEC 94 (2)}
• Re-issue of redeemed debentures {SEC 121}
• Appointment of MD {SEC 269}
• Adoption of statutory report {SEC 165}
• Increase/decrease number of directors {SEC
258}
• Appointment of selling agents {SEC 294}
17. Special
resolution
{SEC 189 (2)}
• It is only on special matters and
requires majority of 3/4th
to pass it
• The notice has to be duly given in the
general meeting
• A copy of every special resolution has
to be filled with registrar along with
the explanatory statement within 30
18. When is it needed?
• Alteration of memorandum {SEC 17 (1) & (2)}
• Change the name of the company {SEC 21}
• Payment of interests on capital {SEC 208 (2)
& (3)}
• Voluntarily winding up of company {SEC 550
(1) (b)}
• Alteration of articles of company {SEC 31 (1)}
• Omission or addition of “private” word from
name of company {SEC 21 }
19. Resolutions requiring a
special notice {SEC 190}
• It is a different kind of ordinary
resolution of which a notice of intention
to move a resolution has to be given to
the company by the proposer
• Notice has to be given within 14 days of
proposed date of meeting
• Company should give notice to the
members by advertising in
newspapers/feeds.
20. When is it needed?
• Appointment of the auditor other
than retiring ones {SEC 225}
• Provision that a retiring auditor
will not be reappointed {SEC
225}
• Removal of a director before the
expiry of his/her period {SEC
284}
• Appointment of director in the
