LAW PRESENTATION

By: Akansha Bansal

Khushboo Gupta
Nisha Raisetia
Pallavi Srivastava
Parinita Verma
Prachi Bhalla
Statutory Meeting :
1. A company Ltd. by Shares
A company Ltd. By guarantee and having a share
capital shall hold its first general meeting within 6
months from the date the company is entitled to
commence business.

Note: A private company is not required to hold such

a meeting. Such a meeting cannot be called within a
period of one month from the date of commencement
of business.
2. Contents of statutory report
i. Total number of shares allotted;
ii. Cash received against shares;
iii. Summary of Receipts and Payments;
iv. Particulars about directors and auditors;
v. Particulars about any contract which is to be submitted
to the meeting for its approval;
vi. The extent to which any underwriting contract has not
been carried
vii. The call money lue from every director, manager.
viii. Particulars of any commission or brokerage relating
to the issue of shares and debentures paid to director /
manager.
3. Certification of the report

a. To be certified by at least 2 directors one of them shall be a

managing director, if there is one.
b. To be certified by the auditors as to
i. total shares allotted;
ii. cash received by the company,
iii. Summary of receipts and payments.
4. Default

In case of default, every director or officer in default shall be

punishable with five which may extend to Rs. 5,000. If
default is made

i. In delivery the statutory report to the Registrar

ii. In holding the statutory meeting

The company may be wound up by the court.

Extraordinary general meeting
An extraordinary general meeting is called for transacting
some urgent or special business which needs to be transacted
before the next annual general meeting.

May be called by :
a. Board of directors on its own;
b. Board on the requisition of members;
c. Requisitions on the failure of the Board to call the
meeting,
d. National Company law Tribunal (NCLT)
3. The meeting can be called by directors to do business like
issue of rights shares increase in the remuneration of
directors.
4. The Board shall on the requisition of a specified number
of members,
a. proceed to call EOGM
b. The requisition shall be deposited at the registered
office of the company.
c. The Board shall proceed to call a meeting within 21 days
from the date of deposit of a valid requisition.
d. The meeting shall be held within 45 days from the date of
deposit of the requisition.

5. if the Board of directors fails to call a meeting, the same

may be called by the requisitionists in the same manner in
which meetings are called by the board of Directors.

The meeting shall not be called after the expiry of 3 months

from the date of deposit of requisition.
6. If for any reason it is impracticable for a company to call,
hold or conduct an EOGM, NCLT may either on its own or
on the application of any director or member call such a
meeting.
Annual General Meeting

Duration
a) To be held every year
b) To be held within 15 months from the date of last AGM.
c) First AGM within 18 months from certificate of incorporation

d) ROC may extend this period.

Time and Place
a) To be held during business hours not defined
10 to 5
9 to 6
b) To be held on a day not a public holiday; as explained under
Negotiable Instruments Act, 1881.
c) To be held at the registered office or within same city or
town where RO is situated.
Business Agenda
a) Adoption of annual accounts;
b) Declaration of Dividend (Recommended by Directors);
c) Appointment of Directors in place of those retiring;
d) Appointment of auditors and the fixing of their
remuneration
Note: Special business at AGM refers to items like removal of
director, issue of Rights shares, bonus shares etc.
Length of Notice
a) The Notice must give a clear cut 21 days period.

Note: The term clear cut excludes:

i) The day of notice;
ii) 48 hours for service of notice
iii) The day of meeting
Incomplete Books of Accounts

Annual General Meeting has to be called even where

the company did not function during the year /
where accounts are not ready for being placed
before the AGM.
Defaulters
If a company fails to hold an AGM.
a. any member can apply to Central Govt.
b. the company and every officer in default shall be
punishable with five.

Note : The term 'officer in default' includes

a. the managing director,
b. the whole time director,
c. the manager,
d. the secretary,
Penalty

If default is made by a company in either holding an annual

general meeting or in complying within any direction of
Central Government, the company and every officer in
default shall be punishable with:

a. fine upto Rs. 50,000 and

b. a further fine of Rs. 2,500 per day in case
of a continuing default.
Quorum
1. Quorum means the minimum no. of persons who must be
present in person in order to form a valid meeting.
2. If the Articles do not apply for larger quorum, the
following rules apply:
Minimum No.
(i) 5 members personally present for a public Co. and 2 for a
private company.
Meeting Called by Members
(ii) If within half an hour from the time fixed for the
meeting, a quorum is not present, the meeting if called by
the requisition of members, shall stand dissolved.

Meeting Called otherwise

(iii) In any other case, the meeting is adjourned to some day
in the next week, at the same time and place or to some
other day and such other time and place as the Board may
determine.
No. at the adjourned Meeting
(iv) If at the adjourned meeting, a quorum is not present
within half an hour from the time fixed for the meeting,
the members present shall be the quorum.

One person quorum : One person cannot form a quorum,

but there are circumstances where presence of one person
shall constitute the quorum:
Class Meeting
i. Where there is a class meeting of shareholders and all the
shares of that class are held by one person
AGM called by Central Government
ii. Where the central Govt. calls or directs the calling of an
AGM, it has the power to direct that one member present
big proxy or in person shall constitute the quorum.
EOGM Called by NCLT
iii. Where the CLB/NCLT calls ........ the calling of an EOGM,
it has ..................
Committee of Board
iv. Where the Board of Directors delegates any of its powers
to a committee, the committee may consist of one person.
In such a case, that person shall form the quorum.

No. at the adjourned meeting

v. If at the adjourned meeting also a quorum is not present
within half an hour of the time of the meeting, the members
present are the quorum. In such a case, even one member
may form the quorum.
PROXY

Double Meaning
i. A proxy may mean a proxy form and a duly appointed
agent.

Proxy Member
ii. A proxy may or may not be a member of the company but
he shall not have any right to speak at the meeting.
Written Proxy
iii.A proxy shall be in writing and shall by signed by the
member.
iv. A proxy shall be deposited within the Co. 48 hours before
the meeting.

Deposit of Proxy
Any provision in the Articles of a public Co. which requires a
period longer than 48 hours for depositing a proxy shall
have effect as if a period of 48 hours is specified for such
deposit.
Status of Proxy
v. Unless the Articles otherwise provide:
a. A proxy can vote only on a poll.
b. A member of a private company cannot appoint more than
one proxy to attend on the same occasion.
c. A member of a company not having a share capital cannot
appoint a proxy.
Can be revoked
vi. A proxy can be revoked at any time before it has voted.

Effect of death on proxy

vii.The death or insanity of a shareholder after he has
attended the proxy shall not revoke the authority of the
proxy, until the company has notice of death or insanity.
To be highlighted in the notice

viii. Every notice calling a meeting of a company shall

mention with reasonable prominence that a member can
appoint a proxy and that a proxy need not be a member.
Inspection of Proxies

ix. A member is entitled to inspect the proxies lodged at any

time during the business hours of the company. This can
be done any time during the period beginning 24 hours
before the meeting and till the conclusion of the meeting.
A 3 days' notice for the inspection of the proxies is
required to be given to the company.