DEPARTMENT OF TECHNICAL EDUCATION

ANDHRA PRADESH
Name : N. Ramachandra Reddy
Designation : Head of CCP
Branch : DCCP
Institute : G.P.W; Warangal
Year/Semester : DCCP I YEAR
Subject Code : 104
Topic : Raising the Capital for Joint Stock
Company
Duration : 50 Mts
Sub Topic : Meetings
Teaching Aids : PPT, Pictures, Animations

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Objectives

On completion of this period, you would be able to know

 Extra-Ordinary General Meeting and Board Meetings

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Recap

 The very first meeting of shareholders of a public

limited company is called as statutory meeting
 This meeting is held to discuss matters relating to
incorporation, allotment of shares, preliminary
contracts etc
 Every company must hold Annual General Meeting
of shareholders in each calendar year
 This meeting is held to enable the members to know
the progress and prospect of the company

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Extra-ordinary General Meeting

 Held in between two Annual General Meetings

 Any meeting other than the Statutory Meeting and

Annual General Meeting

 Transacting some urgent or special business which

cannot be postponed till the next Annual General
Meeting

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Convening the Meeting :

 Called by the Directors, by requisition of members or by

the Company Law Board
Directors on their own :

 Directors whenever they feel the need for discussion and

decision of an urgent matter at the general meeting can
convene Extra-ordinary General Meeting.
 It should be given 21 days notice and follow usual
formalities required for a general meeting

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Directors on Members request:

 Members also can requisite for an Extra-ordinary

General Meeting to be called by the Directors for a
specific purpose
 Such requisition should be made by persons
 Holding at least 1/10th of the paid-up capital of the
company
 Or holding 1/10th of the total voting powers
 The Directors should hold this meeting within 45
days of the requisition

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Requisitionists themselves :

 If the directors fail to call the meeting within 21 days or

45 days of such requisition
 Then the shareholders themselves may convene the
meeting called within 3 months of requisition
 Collect the expenditure incurred in holding the meeting
from the company

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Company Law Board :

 If It is impractical to hold the meeting as per the usual

procedure, then the Company Law Board itself can
convene and conduct

 Full information should be given to the members

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Directors meetings :

 Directors meetings are called as Board Meetings.

 These meetings may be studied under two heads
namely
1. Directors Meetings
2. Directors committee Meetings.
 The management and administration of a company is
vested in the hands of Directors

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 The directors must meet frequently to discuss and
review the progress of the company
 A meeting of the Board must be held at least once in
every three months
 There must be at least 4 meetings in every year
 Notice of every meeting of the Board must be given in
writing to every director
 The quorum for the Board Meeting is 1/3rd of its total
directors or two directors whichever is higher

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 The officer who fails to serve Meeting notice to the
directors is punishable with a fine up to Rs.100

 Adjourned for want of quorum, it stands adjournment

till the same day in the next week at the same time and
place

 The meeting must be presided over by a chairman who

is elected by the Directors in the first meeting

 In the absence of chairman, the vice-chairman who is

elected by directors will preside over the meeting

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Business transacted at Board Meeting:

 The following business is usually transacted at a Board

Meeting
A. Issue of shares
B. Allotment of shares
C. Calls on shares
D. Forfeiture of shares.
E. Transfer and transmission of shares.

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F. Preparation and filing of returns.
G. Maintenance of statutory books.
H. Appointment, Promotion and dismissal of staff.
I. Issue of debentures
J. Investment of surplus funds of the company.

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Meetings of Committee of Directors :

 If the Articles permit, the Board of Directors may

constitute several committees with directors and
entrust different works to them
Examples Finance Committee, shareholders Committee
etc
 Board will also decide the powers of committees at the
time of their constitution

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 These committees act on behalf of the Board and
can work as directed by the Board

 These committees may be formed temporarily or as

standing committees on permanent basis

 In a large company routine matters like Transfer of

shares, Finance, Purchases, Sales etc., may be
entrusted to the committees formed by the Board

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 Matters like allotment of shares etc, are not entrusted
to the committees but are handled by the full Board of
Directors

 The procedure of convening Committee Meetings is

the same as that of the Board Meetings.

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Notice, Quorum and Minutes applicable to Board Meetings

are also applicable in case of Committee Meetings.

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Summary

 The Extra-ordinary General Meeting is held in

between two Annual General Meetings
 A meeting other than statutory or Annual General
Meetings is known as extra-ordinary General
Meeting, which is conducted for transacting urgent
or special business
 This meeting is held on four accounts or reasons
 There are two types of Directors Meetings
 The meeting of Directors is known as Board
Meeting and the meetings of Committee of
Directors is known as Directors committee Meetings
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Quiz

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1. The shareholders meeting held between two annual
General Meetings is known as

A. Statutory Meeting

B. Annual General Meeting

C. Extra-ordinary General
Meeting

D. Meeting of committee
of Directors

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2. Board Meeting is to be held once in

A. Two months

B. Six months

C. Four months

D. Three months

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3. The meeting held only once in the life-time of a
company is

1. Annual General Meeting

2. Board Meeting

3. Extra-ordinary General Meeting

4. Statutory Meeting

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Frequently asked questions
1. What is a Statutory Meeting.
2. What is an extraordinary General Meeting.
3. Write short notes on:
1. Board Meeting.
2. Meeting of Committee of Directors.

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Assignment

1. What are the legal provisions regarding the calling of

an extra-ordinary General Meeting.
2. List out the different types of Directors Meetings.
3. Explain different kinds of Board Meetings.
4. Explain about the Extra-ordinary General Meeting of
shareholders.
5. What is an Extra-ordinary General Meeting? Who
can call it? What business is transacted at such
meeting.

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