Meetings
Contents
- What
is Meeting
- Need
of conducting meeting
- Types
of Meetings
- Board
Meetings
- Committee
Meetings
- Statutory
General Meeting
- Annual
General Meeting
- Extraordinary
General Meeting
- Statutory
Report
- Annual
Report
- Notice
of the meeting and contents
- Proxy
- Quorum
for Board meeting
- Quorum
for Shareholder meetings
- Chairman
of the Meeting
- Ordinary
Business
- Special
Business
- Ordinary
resolution
- Special
resolution
- Simple
resolution
- Unanimous
resolution
- Minutes
- Circular
resolution
- Postal
Ballot
Meeting
In general parlance meeting means when two or more persons
come together to discuss some thing is called a meeting.
But from company law point, it should satisfy some essentials
requirements for conducting the meeting:
- Notice
- Quorum
- Business
to be transacted
Meeting
Formal
or informal deliberative assembly
of individuals
called to debate certain issues
and problems,
and to take decisions.
Formal meetings are held at
definite
times,
at a definite place, and usually for a definite duration
to follow an agreed upon agenda.
In a corporate
setting, they are divided into two main groups
(1) Organizational
meeting: normally a regular meeting involving stockholders
(shareholders)
and management,
such as a board meeting
and annual general
meeting (AGM). (2) Operational
meeting: regular or ad hoc
meeting involving management and employees,
such as a committee
meeting, planning
meeting, and sales
meeting. A meeting is typically headed by a chairperson, and its deliberations
are recorded in a written form
called minutes.
Under corporate
legislation, two main types
of meetings are general meetings and special or extraordinary meetings. Such
meetings must have a minimum number of members
(called quorum)
present to make the legally operative.
Decisions (called resolutions)
are made on the basis of number of votes the assenting and dissenting parties
can muster. Under the doctrine of
collective responsibility, decisions taken at these meetings bind
all members whether present or not. However, a dissenting minority may apply
to a court
to have an already adopted resolution set aside
if it is deemed
illegal, iniquitous, or ultra vires.
Need of conducting
meeting:
To discuss the business of the company. Business of the
company is divided in to two types:
1. Ordinary Business
2. Special Business
Ø Board
Meetings
Sec 285 - Board to meet at
least once in every three calendar months.
In
the case of every company, a meeting of its Board of directors shall be held at
least once in every three months and
at least four such meetings shall be
held in every year:
Statutory General Meeting
Sec 165 -
Statutory meeting and statutory report of company.
Statutory meeting is the first meeting of the members of
the public limited company. It is held only once in life of a public company.
It can be convened by the directors of the company only.
By whom and when held:
The statutory meeting is held by
Every public limited company limited by shares.
Every company limited by guarantee.
Every private company converted into a public company.
How the meeting is convened?
It is provided in companies' ordinance that the directors shall send a notice of statutory meeting at least 21 days before the day of the meeting to all the shareholders of the company. The directors shall not send the statutory report duly certified by not less than three directors, one of whom shall be the chief executive of the company.
Business of the meeting:
The business of the meeting is to consider the statutory report. The statutory report contains a brief account of the state of company's affairs since its incorporation and the business plan. It describes the shares allotted by the company cash, cash received in respect of such shares allot, an abstract of the receipts and payments of a company, names, occupation of the directors, etc. etc.
By whom and when held:
The statutory meeting is held by
Every public limited company limited by shares.
Every company limited by guarantee.
Every private company converted into a public company.
How the meeting is convened?
It is provided in companies' ordinance that the directors shall send a notice of statutory meeting at least 21 days before the day of the meeting to all the shareholders of the company. The directors shall not send the statutory report duly certified by not less than three directors, one of whom shall be the chief executive of the company.
Business of the meeting:
The business of the meeting is to consider the statutory report. The statutory report contains a brief account of the state of company's affairs since its incorporation and the business plan. It describes the shares allotted by the company cash, cash received in respect of such shares allot, an abstract of the receipts and payments of a company, names, occupation of the directors, etc. etc.
Ø Statutory
Report
The statutory report shall set out (a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up otherwise than in cash, and stating in the case of extent to which they are so paid-up, and in either case, the consideration for which they have been allotted ;
(b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid ;
(c) an abstract of the receipts of the company and of the payments made thereout, upto a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company, showing separately any commission or discount paid or to be paid on the issue or sale of shares or debentures ;
(d) the names, addresses and occupations of the directors of the company and of its auditors ; and also, if there be any, of its manager, and secretary ; and the changes, if any, which have occurred in such names, addresses and occupations since the date of the incorporation of the company ;
(e) the particulars of any contract which, or the modification or the proposed modification of which, is to be submitted to the meeting for its approval, together in the latter case with the particulars of the modification or proposed modification ;
(f) the extent, if any, to which each underwriting contract, if any, has not been carried out, and the reasons therefor ;
(g) the arrears, if any, due on calls from every director and from the manager ; and
(h) the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or debentures to any director or to the manager.
(4) The statutory report shall be certified as correct by not less than two directors of the company one of whom shall be a managing director, where there is one. After the statutory report has been certified as aforesaid, the auditors of the company shall, in so far as the report relates to the shares allotted by the company, the cash received in respect of such shares and the receipts and payments of the company, certify it as correct.
Ø Annual
General Meeting
Sec 166
- Annual general meeting.
(1)
Every company shall in each year hold in addition to any other meetings a
general meeting as its annual general meeting and shall specify the meeting as
such in the notices calling it; and not more than fifteen months shall elapse
between the date of one annual general meeting of a company and that of the
next :
Provided that a
company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation;
and if such general meeting is held within that period, it shall not be
necessary for the company to hold any annual general meeting in the year of its
incorporation or in the following year:
Provided further
that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the
first annual general meeting) shall be held, by a period not exceeding three months.
(2) Every annual
general meeting shall be called for a time during business hours, on a day that is not a public holiday, and
shall be held either at the registered
office of the company or at some
other place within the city, town or village in which the registered office
of the company is situated.
Ø Extraordinary
General Meeting
Sec
169 - Calling of extraordinary
general meeting on requisition.
(1) The Board of
directors of a company shall, on the requisition of such number of members of
the company as is specified in sub-section (4), forthwith proceed duly to call
an extraordinary general meeting of the company.
(2) The
requisition shall set out the matters for the consideration of which the
meeting is to be called, shall be signed by the requisitionists, and shall be
deposited at the registered office of the company.
(3) The
requisition may consist of several documents in like form, each signed by one
or more requisitionists.
(4) The number
of members entitled to requisition a meeting in regard to any matter shall be
(a) in the case
of a company having a share capital,
such number of them as hold at the date of the deposit of the requisition, not
less than one-tenth of such of the
paid-up capital of the company as at that date carries the right of voting
in regard to that matter ;
(b) in the case
of a company not having a share capital,
such number of them as have at the date of deposit of the requisition not less
than one-tenth of the total voting power
of all the members having at the said date a right to vote in regard to that
matter.
(5) The meeting may adjourn from time
to time, and at any adjourned meeting, any resolution of which notice has
been given in accordance with the provisions of this Act, whether before or
after the former meeting, may be passed ; and the adjourned meeting shall have
the same powers as an original meeting.(6) If default is made in complying with the provisions of this section, every director or other officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.
Ø Annual
Report
Ø Annual
reports on Government companies.
(1) Where the Central Government is a member of a Government company, the
Central Government shall cause an annual report on the working and affairs of
that company to be (a) prepared within three months of its annual general meeting before which the audit report is placed under sub-section (5) of section 619 ; and
(b) as soon as may be after such preparation, laid before both Houses of Parliament together with a copy of the audit report and any comments upon, or supplement to, the audit report, made by the Comptroller, and Auditor-General of India.
(2) Where in addition to the Central Government, any State Government is also a member of a Government Company, that State Government shall cause a copy of the annual report prepared under sub-section (1) to be laid before the House or both Houses of the State Legislature together with a copy of the audit report and the comments or supplement referred to in sub-section (1).
Ø Notice
of the meeting and contents
Sec
286 - Notice of meetings.
(1) Notice of
every meeting of the Board of directors of a company shall be given in writing
to every director for the time being in India ,
and at his usual address in India
(2) Every
officer of the company whose duty it is to give notice as aforesaid and who
fails to do so shall be punishable with fine which may extend to one thousand
rupees.
Contents
Ex: Google
Time
and Date 9 AM & 3/31/2007
Place California
Items
of Business Election of
directors, approve of plans like Executive Bonus Plan, stock option plan
etc + to consider
such other business as may properly come before the meeting.
Adjournments
and Postponements: Any action on the items of business
described above may
be discussed at
this meeting or any
other meeting which
was decided in this
meeting.
Record
Date You
are entitled to vote only if you were a as of the close of business.
Meeting
Admission Record
holder or proxy holder.
Voting Generally
in the meeting or you may submit
your proxy or voting instructions for the annual meeting by completing,
signing, dating and returning your proxy or voting instruction card.
Ø Proxy
Sec 176
- Proxies.
(1)
Any member of a company entitled to attend and vote at a meeting of the company
shall be entitled to appoint another person (whether a member or not) as his
proxy to attend and vote instead of himself ; but a proxy so appointed shall
not have any right to speak at the meeting :
Provided that,
unless the articles otherwise provide
(a) this
sub-section shall not apply in the case of a company not having a share capital
;
(b) a member of
a private company shall not be entitled to appoint more than one proxy to
attend on the same occasion ; and
(c) a proxy
shall not be entitled to vote except on a poll.
(2) In every
notice calling a meeting of a company which has a share capital, or the
articles of which provide for voting by proxy at the meeting, there shall
appear with reasonable prominence a statement that a member entitled to attend
and vote is entitled to appoint a proxy, or, where that is allowed, one or more
proxies, to attend and vote instead of himself, and that a proxy need not be a
member. If default is made in complying with this sub-section as respects any
meeting, every officer of the company who is in default shall be punishable
with fine which may extend to five thousand rupees.
Quorum
Sec
174 - Quorum for Board meeting.
The quorum for a
meeting of the Board of directors of a company shall be one third of its total
strength (any fraction contained in that one-third being rounded off as one),
or two directors, whichever is higher:
Provided that
where at any time the number of interested directors exceeds or is equal to
two-thirds of the total strength, the number of the remaining directors, that
is to say, the number of the directors who are not interested present at the
meeting being not less than two, shall be the quorum during such time.
Sec
287 - Quorum for Shareholder meetings.
(1) Unless the
articles of the company provide for a large number, five members personally
present in the case of public company (other than a public company which has
become such by virtue of section 43A), and two members personally present in
the case of any other company, shall be the quorum for a meeting of the
company.
(2) Unless the
articles of the company otherwise provide, the provisions of sub-sections (3),
(4) and (5) shall apply with respect to the meetings of a public or private
company.
(3) If within
half an hour from the time appointed for holding a meeting of a company, a
quorum is not present, the meeting, if called upon the requisition of members,
shall stand dissolved.
(4) In any other
case, the 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 the Board may determine.
(5) If at the adjourned meeting also, a
quorum is not present within half an hour from the time appointed for holding
the meeting, the members present shall be a quorum.
Ø Chairman
of the Meeting
Sec
175 - Chairman of meeting.
(1) Unless the
articles of the company otherwise provide, the members personally present at
the meeting shall elect one of themselves to be the chairman thereof on a show
of hands.
(2) If a poll is
demanded on the election of the chairman, it shall be taken forthwith in
accordance with the provisions of this Act, the chairman elected on a show of
hands exercising all the powers of the chairman under the said provisions.
(3) If some
other person is elected chairman as a result of the poll, he shall be chairman
for the rest of the meeting.
Ø Ordinary Business (ADDA)
(a) In the case of an annual general meeting, all business
to be transacted at the meeting shall be deemed special, with the exemption of
business relating to
(i)
the consideration of the accounts, balance sheet and the reports of the Board
of directors and auditors, (ii) the declaration of a dividend, (iii) the
appointment of directors in the place of those retiring, and (iv) the
appointment of, and the fixing of the remuneration of the auditors; and
(b) in the case of any other meeting, all business shall be deemed special.
(b) in the case of any other meeting, all business shall be deemed special.
Ø Special Business
Ø Ordinary
resolution
Sec
189 - Ordinary and special
resolutions.
(1) A resolution
shall be an ordinary resolution when at a general meeting of which the notice
required under this Act has been duly given, the votes cast (whether on a show
of hands, or on a poll, as the case may be,) in favour of resolution (including
the casting vote, if any, of the chairman) by members who, being entitled so to
do, vote in person, or where proxies are allowed, by proxy, exceed the votes,
if any, cast against the resolution by members so entitled and voting.
Ø Special
resolution
Ø Sec
189 - Ordinary and Special
resolutions.
(2) A resolution shall be a special resolution
when
(a) the
intention to propose the resolution as a special resolution has been duly
specified in the notice calling the general meeting or other intimation given
to the members of the resolution ;
(b) the notice
required under this Act has been duly given of the general meeting ; and
(c) the votes
cast in favour of the resolution (whether on a show of hands, or on a poll, as
the case may be) by members who, being entitled so to do, vote in person, or
where proxies are allowed, by proxy, are not less than three times the number
of the votes, if any, cast against the resolution by members so entitled and
voting.
Ø
Ø Simple
resolution Explain directly
Ø Unanimous
resolution Explain directly
Ø Minutes
Sec 193 - Minutes of
proceedings of general meetings and of Board and other meetings.
(1) Every
company shall cause minutes of all proceedings of every general meeting and of
all proceedings of every meeting of its Board of directors or of every
committee of the Board, to be kept by making within thirty days of the
conclusion of every such meeting concerned, entries thereof in books kept for
that purpose with their pages consecutively numbered.
(1A) Each page
of every such book shall be initialled or signed and the last page of the
record of proceedings of each meeting in such books shall be dated and signed
(a) in the case
of minutes of proceedings of a meeting of the Board or of a committee thereof,
by the chairman of the said meeting or the chairman of the next succeeding
meeting ;
(b) in the case
of minutes of proceedings of a general meeting, by the chairman of the same
meeting within the aforesaid period of thirty days or in the event of the death
or inability of that chairman within that period, by a director duly authorised
by the Board for the purpose
(2) The minutes
of each meeting shall contain a fair and correct summary of the proceedings
thereat.
(3) All
appointments of officers made at any of the meetings aforesaid shall be
included in the minutes of the meeting.
(4) In the case
of a meeting of the Board of directors or of a committee of the Board, the
minutes shall also contain
(a) the names of
the directors present at the meeting ; and
(b) in the case
of each resolution passed at the meeting, the names of the directors, if any,
dissenting from, or not concurring in, the resolution.
Sec
194 - Minutes to be evidence.
Minutes of
meetings kept in accordance with the provisions of section 193 shall be
evidence of the proceedings recorded therein.
Sec
196 - Inspection of minute books of general
meetings.
(1) The books
containing the minutes of the proceedings of any general meeting of a company
held on or after the 15th day of January, 1937, shall
(a) be kept at
the registered office of the company, and
(b) be open,
during business hours, to the inspection of any member without charge, subject
to such reasonable restrictions as the company may, by its articles or in
general meeting impose, so however that not less than two hours in each day are
allowed for inspection.
(2) Any member
shall be entitled to be furnished, within seven days after he has made a
request in that behalf to the company, with a copy of any minutes referred to
in sub-section (1), on payment of such sum as may be prescribed for every one
hundred words or fractional part thereof required to be copied.
Ø
Circular resolution
Sec 188
- Circulation of members' resolutions.
(1) Subject to
the provisions of this section, a company shall, on the requisition in writing
of such number of members as is hereinafter specified and (unless the company
otherwise resolves) at the expense of the requisitionists,
(a) give to
members of the company entitled to receive notice of the next annual general
meeting, notice of any resolution which may properly be moved and is intended
to be moved at that meeting ;
(b) circulate to
members entitled to have notice of any general meeting sent to them, any
statement of not more than one thousand words with respect to the matter
referred to in any proposed resolution, or any business to be dealt with at
that meeting.
(2) The number
of members necessary for a requisition under sub-section (1) shall be
(a) such number
of members as represent not less than one-twentieth of the total voting power
of all the members having at the date of the requisition a right to vote on the
resolution or business to which the requisition relates ; or
(b) not less
than one hundred members having the right aforesaid and holding shares in the
company on which there has been paid up an aggregate sum of not less than one
lakh of rupees in all.
Postal Ballot
Sec 192A - Passing of resolutions by postal ballot.
(1) Notwithstanding anything contained in the foregoing
provisions of this Act, a listed public company may, and in the case of
resolutions relating to such business as the Central Government may, by
notification, declare to be conducted only by postal ballot, shall, get any
resolution passed by means of a postal ballot, instead of transacting the
business in general meeting of the company.
(2) Where a company decides to pass any resolution by
resorting to postal ballot, it shall send a notice to all the shareholders,
along with a draft resolution explaining the reasons therefor, and requesting
them to send their assent or dissent in writing on a postal ballot within a
period of thirty days from the date of posting of the letter.
Ø
(3) The notice shall be sent by registered post
acknowledgement due, or by any other method as may be prescribed by the Central
Government in this behalf, and shall include with the notice, a postage
pre-paid envelope for facilitating the communication of the assent or dissent
of the shareholder to the resolution within the said period.
(4) If a resolution is assented to by a requisite majority
of the shareholders by means of postal ballot, it shall be deemed to have been
duly passed at a general meeting convened in that behalf.
(5) If a shareholder sends under sub-section (2) his assent
or dissent in writing on a postal ballot and thereafter any person fraudulently
defaces or destroys the ballot paper or declaration of identity of the
shareholder, such person shall be punishable with imprisonment for a term which
may extend to six months or with fine or with both.
(6) If a default is made in complying with sub-sections (1)
to (4), the company and every officer of the company, who is in default shall
be punishable with fine which may extend to fifty thousand rupees in respect of
each such default.
Types of meetings:
1.
Board of directors meetings.
2.
AGM
3.
EGM
4.
Statutory
5.
One-on-one
meeting - a meeting between two individuals
6.
Team
meeting - a meeting among colleagues working on various aspects of a team
project.
7.
Management
meeting - a meeting among managers
8.
Status
Meetings- generally Leader-led, which are about reporting by one-way communication;
9.
Department
meeting
10.Ad-hoc
meeting - a meeting called together for a special purpose
