1.

SHAREHOLDERS MEETINGS

STATUTORY MEETING: For PUBLIC LTD CO. ONLY. Between

1 6 months of entitled to commence business it should hold.
This is the first meeting and held only once in the lifetime of
the Public Ltd. Company.
If a Pvt. Ltd Co converts itself into a Public Co., must hold
statutory meeting within 6 months of its incorporation.
STATUTORY REPORT: Board of directors
should send at least 21 days before the meeting a report to all
members. Report to have details & certified by directors and
auditors.
OBJECT OF THE MEETING: It is an opportunity for its
members to discuss all matters of its formation.
ANNUAL GENERAL MEETING : Every Company must hold
every year AGM. Interval between two AGMs cannot be more
than 15 months. If the first AGM is held within 18 months of
incorporation it need not hold any other AGM in that year or
in the next year.
Time and place during business hours not on a public
holiday, in the place of its Regd. Office. 21 clear days notice
if the accounts are not ready hold meeting within the time
limit without accounts, adjourn meeting, when it is ready,
place it in the adjourned meeting.

EXTRAORDINARY GENERAL MEETINGS (EGM)

For transacting some urgent or special business which cannot be

postponed till next AGM. Convened by the 1) Board on its own
or 2) on the request of the members, Board can call or 3) by
the MEMBERS THEMSELVES on the failure of Board to call,
without disclosing the reasons for the need for meeting
by holders of 1/10 of paid up capital or 1/10 voting power.
If calls are not paid such members cannot request or vote.
EGM can be held on a public holiday, any place, any time .
CLASS MEETINGS : Meeting of various kinds of shareholders
and creditors held if rights attached are to be varied, or when
scheme of arrangement is proposed or on winding up.
REQUEST FOR A VALID MEETING : Under proper authority,
21 days Notice : to every member with statement of : Ordinary
or Special business, to auditors, necessary quorum.
CHAIRMAN OF THE MEETING : Members personally present
shall elect one among themselves. He is responsible for
conducting the meeting, count vote, declare the results and
authenticate the minutes by his signature. He must exercise his
casting vote in the interest of the company.

MEETING Cont..

QUORUM: Mini. Number of members to be personally present

for a valid meeting. 5 Members PERSONALLY present for Public
Ltd Co and 2 for Pvt. Ltd Co. Must be present within
hour of meeting, if not, meeting will be adjourned & in the
adjourned meeting if quorum is not present, members present
shall be quorum. Quorum need NOT be present throughout
the meeting. AOA can provide for a larger quorum also.

ONE PERSON QUORUM: One person CANNOT constitute

quorum. But when ALL the Pref. shares are held by one
person in a class meeting, or if CLB permits, when Board
delegates to a one man committee, or in the adjourned
meeting as seen earlier.
Voting: By show of hands: Proxies cannot vote, it is rough
and ready method, Chairman will declare the results and is
conclusive.
BY POLL : If dissatisfied by the results of show of hands, can
demand for poll and the demand may also be withdrawn at any
time by them. Voting rights will be in proportion to shares
held, poll shall be held within 48 hours of demand.
A proxy can vote in a poll.
Chairman has the power to
regulate, appoint scrutinizers, and declare the results.

PROXIES & RESOLUTIONS

PROXIES : It is an authority to represent for another person

at a meeting an instrument in writing must be a natural
person - cannot be considered for quorum cannot speak but
can demand for poll and vote only in poll - proxy forms to
be deposited 48 hours before the meeting it is revocable
body corporates can appoint proxy. Multiple proxies: if signs 2
forms for 2 persons with same date both can be rejected, but if
it is with different dates, proxy with later date is valid.
KINDS OF RESOLUTIONS : ORDINARY RESOLUTION : A
resolution passed by simple majority. Unless the Act or MOA
or AOA requires special resolution, an ordinary resolution is
sufficient. SPECIAL RESOLUTION : Intention, notice, an
explanatory statement. The vote cast in favor of the
resolution are not less than 3 times the number of votes cast
against the resolution.
RESOLUTION REQUIRING A SPECIAL NOTICE : Intention
to move a resolution has to be given by its members to the
Company 14 days before meeting. The Company shall give
notice to its members about the resolution. The Co may give an
advertisement in the news paper also. Example :
appointment of auditors other than the retiring auditor, removal
of director before expiry of term ..

MEETINGS..

PASSING OF RESOLUTION BY POSTAL

BALLOT: A listed Co. as notified by the CG
can have those resolutions passed by means of
postal ballot, instead of transacting these
business in the meeting. The co. has to give
proper notice, draft resolution, explanations and
requesting members to send their assent or
dissent, in writing within a period of 30 days
of posting the letter.

MINUTES: Entries of proceedings of the

meeting.
Separate Minutes book for
shareholders and Directors meetings,
pages must be numbered, a fair and correct
summary, defamatory and irrelevant matters
to be excluded, signed, open for inspection,
kept at Regd. office.

ORDINARY AND SPECIAL BUSINESS

ORDINARY BUSINESS: In the AGM the following business

are deemed as ordinary business:
1) consideration of accounts,
2) declaration of dividend,
3) appointment of directors,
appointment of auditors.

4)

Ordinary business can be transacted at the AGM only.

SPECIAL BUSINESS: In the AGM any business other than the

ordinary business will be special business.
In
any other meeting ALL business are deemed to be special.

Special business can be transacted both in AGM and EGM.

EXPLANATORY STATEMENT: Where any special business is to be

transacted at a meeting the notice shall specify its nature and
state all material facts concerning each item of special business.