How company held meetings | AGM, EGM, board meetings, creditors meeting

 

COMPANY MEETING:-

A company meeting is defines as official gathering to concentrate persons who come together in a required number in order to discuss and arrive the decision required for the functioning of the company.

 

REQUIREMENT / ESSENTIALS OF A VALID MEETING:

Proper authority – For conducting any company meeting the proper authority like BOD, promoters, secretary, auditors etc. are available.

 

Notice of the meeting – The notice should be sent 21 days before conducting a meeting. That notice should contain the date, day, timing, place and purpose of the meeting.

 

Quorum – Generally refers as minimum number of members who must present in the meeting to conduct the meeting successfully.

 

Chairman of the meeting – A chairman is the head of the meeting who is one among the BOD. The chairman will be elected by the members who are present in the meeting.

 

Minutes of the meeting – minutes also called as record. Every company must keep the record of all proceeding of every meeting.

 

Agenda – Refers to the business to be done at the meeting, it is the subject matter what the members are going to decide and discuss.

 

Proxy – he is a person, individual, agent of the shareholder who is appointed to attend the meeting on behalf of shareholder. A proxy can give the vote but cannot speak at the meeting. There are two types of proxy.

            Special proxy

            Ordinary proxy

 

Motion – motion is the question or idea or proposal placed before the meeting for the discussion to take further decisions. Usually the shareholders, creditors, debenture holders, investors and other people who attend the meeting can give this proposal.

 

Resolution – resolution may be defined as formal expression according to the act. It is the decision taken at the meeting for the proposal given.

 

THERE ARE MAINLY THREE TYPES OF MEETING:

MEETING OF THE SHAREHOLDERS

MEETING OF THE DIRECTORS

MEETING OF THE CREDITORS

 

MEETING OF THE SHARE HOLDERS:

Annual general meeting – refers to the meeting conducting for the shareholders once in a year for the purpose to discus and take decisions. 21 days before the notice should be sent to all the shareholders.

If the annual general meeting is not conducted a special permission should be taken from registrar office of company by showing the proper reason, and this meeting should be conducted within 3 months, otherwise a penalty of Rs.5000 on the company and every officer, BOD should pay a penalty of Rs.250 per day during which the default continues.

 

AGM (annual general meeting) is to be conducted after getting business commencement certificate (BCC).

After getting BCC the permission of one and half year is sanction to conduct AGM.

The notice of the meeting should be given before 21 days.

The meeting should be held at the registrar office of the company or the place which is approved officially.

The AGM agenda should be only regarding the business transaction.

It may be special or ordinary transaction.

 

Ordinary business transaction – means the transaction which is required to pass ordinary resolution which will take the decision of regular, normal, ordinary matters.

 

Special business transaction – any business transaction at AGM other than the ordinary business is consider as special transaction.

 

 

Statutory meeting – according to section 156 of companies act 1956,  a statutory meeting Is a compulsory meeting which  is conducted in once in the life line of the company after incorporation stage and before business commencement stage. It is the first meeting of public company.

            The legal formalities are as follows:-

It should be conducted after one month and before 6 months of starting the company.

A notice should be sent at least 21 days before the conducting the meeting.

A report should be prepared after conducting statutory meeting by the secretary.

A copy of statutory report should be submitted to the registrar office of the company.

The members of the meeting have right to discuss company matters related to capital subscription and getting business commencement certificate.

 

STATUTORY REPORT:

Statutory report refers to the report in which it contains the summary or documents prepared by the secretary which contains the summary about statutory meeting.

 

CONTENTS OF STATUTORY REPORT:

The methods of collecting the capital.

Different types of shares to be issued.

Number of shares allotted as per PRODATA.

Number of shares allotted for consideration other than cash.

The total amount received on the allotment of shares should be deposited in the nationalized bank.

The particulars about preliminary contract.

The estimation of preliminary expenses.

 

 

EXTRA-ORDINARY GENERAL BODY MEETING:

This is the meeting which is held whenever there is a requirement of discussion of emergency matters which cannot be postponed till the next AGM.

EGM is the meeting of members of an organization, shareholders of the company which occurs at the irregular time. It is a meeting which is conducted in between two AGM.

 

CLASS MEETING:

Class meeting refers to the meeting of shareholders who belongs to particular type of shares.

Ex- equity and preference shares.

 

MEETING OF THE DIRECTORS:

(BOD MEETING) conducted among the directors normally to discuss about the rules, regulations of the organization. This meeting is conducted normally at definite intervals. Yearly 4 BOD meetings should be conducted (every 3 months once).

 

MEETING OF THE CREDITORS:

Refers to the meeting of creditors who suggest the idea to the company to go for voluntary winding up in case the company is incurring the losses continuously.

 

MEETING OF DEBENTURE HOLDERS:

 Refers to the meeting of debenture holders in which the variation of the rate of interest will be discuss and the selling price of the debentures in the market. The resolution may be passed in this meeting as the request of the debenture holders. All the matters related to the meeting will be enter in the debenture deed.

 

MEETING AT THE TIME OF WINDING UP OF THE COMPANY:

According to section 287 all the important officials, creditors and the liquidators will conduct the meeting to discuss about the winding up of the company. The liquidator has to follow the rules and regulations issued by the court in case of compulsory winding up of the company.