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STATUTORY MEETING EXTRAORDINARY GENERAL MEETING BOARD MEETING

09/03/2013

Group No. 7

Statutory Meetings
43 - Sandesh Rane

Purpose Statutory Meeting

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Statutory Meeting Shareholders

Matters

is

held

to

inform

relating to incorporation Allotment of Shares Details of Contracts concluded by Company

Definition by Stephenson
Statutory

Meeting is convened in order to afford the shareholders an opportunity for seeing what degree of success has attained the flotation of the company and in order that any special matters requiring their approval may be laid before them.

Who should hold Statutory Meeting?

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Every Public Company Limited by

Shares

Or Guarantee

Shall hold Statutory Meeting Following Companies need not hold

Private

Company Company limited by guarantee with no Share Capital Unlimited Liability Company Government Companies

When to hold Statutory Meeting?

Public Limited Company

After

Not less than One Month but within Six Months from the Date at which Company is entitled to Commence the Business

A Private Company which has converted into Public Company

Within

a Period of Six Months from Date of Incorporation

Meeting held prior to the Statutory Period of One Month can not be called as Statutory Meeting

Objective of Statutory Meeting

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To discuss success of floatation To approve & adopt the Statutory report Review extent of development after formation Receipts & Payments upto certain date Details of contracts Particulars of arrears of call due from any Director / Manager Details of Commissions / brokerage paid / to be paid to Director / Manager in connection with issue of Shares or Debentures To approve any modification in Contracts specified in Prospectus

Notice of the meeting

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The Directors to send notice

To all members At least 21 days before date of meeting Stating its the Statutory Meeting Time, Date & Place

Notice to be given to
Every member of Company Legal representative of deceased member Official receiver/assignee The auditors of the company The public Trustee in the case of shares held in Trust

Notice of the meeting

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An Explanatory Statement should be added for each item on Agenda

As each item constitutes a special Business

Statutory Meeting may be called

On a Holiday At any reasonable hour At any place considered convenient

Shorter Notice period may be acceptable

If Consent from members holding 95% of paid-up share capital having voting rights Consent before meeting or after all resolutions were passed

Statutory Report
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Directors to send Statutory Report in Form No. 22

To

every member Registrar of Companies At least 21 days before date of meeting

Report sent later shall deemed to be duly forwarded, if agreed by all members entitled to attend and vote [Section 165(2)]

Contents of Statutory Report

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Shares allotted Cash received Abstract Director, Auditors and other Managerial Personnel Contracts Underwriting Contract Arrears of calls Commission and Brokerage

Certification of Statutory Report

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Must be certified as correct by

At

lease two Directors One of them must be Managing Director

Then Auditors of Company shall certify as correct [Section 165(4)]

Regarding

shares allotted Cash received in respect of such shares Receipts and Payments of the Company

List of Members
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A list showing
Names,

addresses & occupations of the members Number of shares held by them

Must be produced by Directors at the commencement of the meeting Must be open & accessible to any member during the meeting

Scope of the Statutory Meeting

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Members present may discuss

Any

matter relating to the formation of the Company Any matter arising out of the Statutory Report Whether previous notice given or not

No resolution can be passed for which notice has not been given

Adjournment of the Statutory Meeting

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Adjourned meeting shall have same powers as the original meeting Any resolution may be passed at any Adjourned meeting, of which notice had been given, whether before or after the Original Meeting Chairman
Can not adjourn without consent of the meeting Must adjourn if consent of the meeting

Exception

Only business left unfinished can be transacted

Adjournment of the Statutory Meeting

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Members have right to introduce new business at the adjourned meeting Any resolution may be passed
for

which Notice has been given either before of after former meeting any matter to be discussed or resolution to be passed

Meeting may adjourn to give prpoer notice

for

Effect of non-compliance
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[Section 165(9)] - In case of default every director and officer at default will be liable to
Fine

which may extend to Rs. 5000

[Section 443(b)] If default is made

In

delivering the Statutory Report to RoC, Or In Holding the Statutory Meeting The Company may be wound up by the Tribunal

[Section 443(3)] - Tribunal may give directions to

To

File the Statutory Report, Or To hold Statutory Meeting

Extraordinary Meetings
38 - Jyoti Pandey 39 - Harshada Parab 42 - Rakesh Kumar

Extraordinary General Meeting

All the general meetings of the company with exception of the

Statutory

Meeting Annual General Meeting

Are called Extraordinary General Meetings (EGM)

EGM is a meeting which is held between two Annual General Meetings

Need for EGM

Gap between two AGM is about a year or so There are various matters in relation to the administration of the companys affairs which can be transacted only by resolutions of members in a general meeting Provision in AOA of company for the conventing of general meeting other than the annual general meeting (Regulation 47 of Table A)

Frequency & Time Limit for EGM

No prescribed frequency and time limit No rule as regards to the interval between any two extraordinary general meetings Can be held for any urgent business matter which needs companys approval.

Time & Place for EGM

Can be held at any time, any day and at any place. Directors are expected to keep in mind convenience of the members in fixing the time and place of the meeting so that they can exercise their voting rights All business transacted at such meeting is deemed to be special

Special Business
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To discuss some urgent Special Business which cannot be postponed till the next AGM The object of Special Business are two fold
First,

this instantly highlights the attention of members and provokes them to know about the matter and if necessary makes them to attend meeting personally The second aspect is that as far as company is concerned, the Act places a duty on the company to annex an explanatory statement u/s 173. Moreover, it is mandatory that the explanatory statement shall contain all material facts.

Notice of EGM

Notice of every extraordinary general meeting together with the explanatory statement must be given to the members at least 21 clear days (i.e., 25 days) before the date of the meeting in accordance with the provisions of the Companies Act and the articles of the company.

EGM may be convened by

Board of directors on its own motion. Board of directors on the requisition of members Requisitionists themselves on the failure of the Board to call the meeting National Company Law Tribunal (NCLT).

1. By Board of Directors on its own motion

Clause 48' of Table A states that "the Board may, whenever it thinks fit, call an EGM" Reg. 48(2) of Table A provides that, if at any time sufficient quorum of directors is not available any director or any two members of the company may call an extraordinary general meeting

2. By Board of Directors on Requisition of Members

The members of a the company may also ask for extraordinary meeting to be held. The directors are bound to call EGM of the company if the requisition is made by [Sec. 169(4)]
If

the company has a share capital by members holding 10% of the paid up share capital of the company and having a right to vote at the date of the deposit of the requisition; OR If the company has no share capital, members having 10% of the voting powers of all the members having a right to vote at the date of the requisition

Form and depositing of the requisition

The requisition may be in the form of letter /letters addressed to the Board of Directors and must be signed The requisition should be deposited at the registered office of the company. The requisition sent by a registered post properly addressed and received by the company at its registered office will amount to deposit of the requisition at the registered office.

Form and depositing of the requisition

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Shares on which any call money is due or shares the holder of which has died wil1 be excluded in counting 1/10th as they have no power on the date of deposit of the requisition Preference shareholders can join in the requisition only if their dividends are in arrears for the specified period or if the proposed resolution is likely to affect their interest

e.g. a resolution. for winding up of the company

After requisition if any requisitionist ceases to be a member or withdraws, it will not invalidate the requisition Where two or more persons hold any shares or interest in a company jointly, a requisition or a notice calling a meeting, signed by one or some only of them shall, for the purposes of this section, have the same course and effect as if it had been signed by all of them [Section 169(8)]

Compliance of requisition
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The Board of Directors is under a legal obligation to proceed within 21days of the deposit of the requisition to convene a meeting which should be held within 45 days of such deposit of the requisition with the company [Section 169(6)] The Board shall send out notices within 21 days of the deposit of the requisition giving not less than 21days notice for the meeting The Board of Directors cannot refuse to proceed with a requisitioned meeting merely on the ground that the requisition does not disclose sufficient reasons for the resolution to be put to vote at the meeting in the explanatory statement

3. By The Requisitionist
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If BOD fails to conduct meeting within 21 days from date of valid requisition, meeting can be called not later than 45 days by : By the requisitionist themselves Company having share capital, majority in value of paid up share capital held by all of them or not less than one tenth paid up capital of the company Company having no share capital, by such requisitionist as represent not less than one tenth of voting power of member of the company

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Board of Directors to include in the notice convening the EGM, the necessary explanatory statement Incomplete or inadequate explanatory statement will make general meeting Invalid. These meetings can only transact the special business for which it has been expressly convened. The resolutions which are properly passed at such requisitioned meeting shall be binding on the company.

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It is not necessary for the requisitioninst to disclose reason for resolution they propose to move at the meeting It is possible to adjourn such meeting after commencing it within the period of stipulated three months.

Minute of Meetings
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Section 193 and 195 are not applicable to requistioned meetings and minutes are to be proved as a matter of fact.

ByTribunal
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If meeting of company is not called according to Act or AOA, Tribunal may Order a meeting of the company to be called, held and conducted in such a manner as the tribunal thinks fit. Give such ancillary or consequential directions as the tribunal thinks expedient, which may even modify or supplement the provisions of the Companies Act 1956 and companys Article in relation to calling, holding or conducting the meeting

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It can direct even one member of the company to be present in person or proxy shall deem to constitute of meeting Tribunal may do so Either on its own motion On application of any director of the company On an application of any member entitled to vote at that meeting

Tribunals Suo Motu Powers

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Calling of an EGM under section 186 of its own motion i.e suo motu without having received any application seeking an order for calling a meeting. This is the discretionary power, which the Tribunal may exercise in respect of any company if it is satisfied for any reason it is impracticable o call a general meeting of the company: There is no need for an application received by theTribunal to exercise this power; it can exercise the power merely on the basis of information or knowledge in whatever way it has come to know of the fact that it has become impracticable to call a general meeting of the company.

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A meeting which is not conducted in accordance with the directions of Tribunal is not a meeting contemplated under section 186(2) and business conducted in that meeting must fail. For seeking an order of the Tribunal to convene an extraordinary general meeting of the company, a petition before Tribunal is required to be preferred. If there is no allegation of impracticability of holding the meeting the Tribunal will not direct the holding of the meeting.

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It may be noted the Tribunal has no power to make an order regarding holding and conducting of a meeting which has already been called under section 186. Discretion granted under section 186 should be used sparingly with caution so that the Tribunal does not become either a shareholder or director of the company trying to participate in the internal squabbles of the company.

Impracticable meetings as per Tribunal

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Where doubt and controversy as to who are directors arise and rival groups convene their own, meetings, the situation may make the meeting impracticable. Impracticable means impracticable from a reasonable point of view. There was a dispute between the shareholders of a Company as who were the lawful directors of the company entitled to call a meeting. It was held to be Proper that the court could step in and call a meeting "the validity of which is beyond question."

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Where there were un-cordial relations between the members /management of the company, it becomes impracticable to call the meeting. Where there are serious disputes among the members of the company and the requisition for calling an extraordinary general meeting is itself under dispute and a deadlock in relation to the managemen of the company exists, there is need for the Tribunal to exercise its discretion under section 186.

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Impracticability of conducting a meeting also includes impracticability of holding a meeting e.g where registered office of a company is locked and is not available, holding of a meeting is impracticable under such circumstances.

Resolutions at the meeting

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At an extraordinary general meeting any decision must be taken by passing a resolution as stated in the notice of the meeting. A resolution may be ordinary or special depending upon the applicable provision of the Companies Act or the company's Articles of Association.

Copy of proceedings to be sent to the Stock Exchange

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In the case of a listed company, a copy of the proceedings of the extraordinary general meeting win be sent to the Stock Exchachanges on which the companys securities are listed.

Board Meetings
40 - Dipti Patil 41 - Rupesh Phalake

Frequency of Board Meetings

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Section 285 : The Board to meet at least once every three months irrespective of whether it is the Board of a public company or a private company. At least four such meetings must be held in every year. The object of this section is to ensure that the Board meetings are held at reasonable intervals so that directors may be ,in touch with the management of the company's 'affairs.

Notice of Meeting
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Section 286 : Notice of every meeting of the Board of Directors of a company must be given in Writing to every director The Law does not prescribe any length of notice. Due notice must be given to the directors so as to enable them to attend the meeting. The issue of notice to every director is mandatory. Failure to give notice to any director renders the meeting invalid and the business conducted at it void

Form of Meeting
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Form of Notice: The Act does not prescribe the form of notice or mode of service Agenda of Board Meeting: The law does not require an agenda for the meeting of the Directors. Section 286 only requires that notice of every meeting of the Board of Directors of the company shall be given in writing.

Authority, Time and Place

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Proper Authority to call Meeting of Board of Directors: It must be ensured that the notice for the Board of meeting is issued on proper authority Time and Place of Board Meeting: section 166 that AGM of the company must be held at registered office of the company and during working hours only and on a day which is not a public holiday.

Quorum
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A quorum is the prescribed minimum number of qualified persons authorized to transact the business at a meeting. In relation to a Board meeting quorum implies fully qualified and disinterested directors who must be present at the meeting so as to enable the Board of which they are the constituents to legally transact the business there at.

Quorum
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Section 287 of the Companies Act - lays down that the quorum for the meeting 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

Adjournment of the Statutory Meeting

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Adjournment for want of quorum : If a meeting can't be held for want of a quorum, it stands adjourned till the same day in the next week. If that day is a public holiday, the meeting will be held at the next succeeding day which is not a public holiday. If at the adjourned meeting there is no quorum the meeting cannot transact any business. Quorum to be present throughout the meeting : In case of meeting of the Board of Directors, the meeting ,cannot transact any business unless a quorum is present at every stage of the meeting

Prescribed Sitting Fee

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Prescribed Sitting Fee : As per rule10-B Section310 of the companies (central government) General Rules and Forms 1956 the amount of remuneration by way of fee for each meeting of the Board of Directors or committees thereof shall be as under Companies with a paid up where Capital and free serveses of Rs: 10 Rs. Crore and above or Turnover of Rs. 50 core and above

Sitting fee not to exceed the sum of Rs. 20000 Sitting fee not to exceed the sum of Rs. 1000

Other Companies

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