Meetings and Proceedings

1. Meetings and Proceedings

2. Meaning : Meeting Gathering of people for a particular purpose

3. Importance of Meetings • Discussion on state of affairs • Ratification of acts done by the directors • Company is separate from the members • To converge and give decisions on the actions taken by the directors

4. Requisites of a Valid Meeting : (2014 edition) • Proper Authority - BoD - members - CLB 2. Notice of Meeting ( can be in writing or electronic mode) - length (not less than 21 days, can be given in less than 21 days too under some circumstances ) (A general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at such meeting.)  - notice to whom (members, directors and auditors, nominee deceased/assignee of insolvent) - omission (Invalid if intentional but valid if accidental omission of names) - content (place, day, hour, business to be transacted) - Adjourned meetings notice (given separately if adjourned sine die, not required if adjourned bona fide)

5. Statement to be annexed to notice (Section 102) A statement setting out the following material facts concerning each item of special business and ordinary business to be transacted at a general meeting, shall be annexed to the notice calling such meeting. Special Business: • Removal/ election of director • Issue of right/bonus shares ordinary business: other than special • the consideration of financial statements and the reports of the Board of Directors and auditors; • the declaration of any dividend; • the appointment of directors in place of those retiring; • the appointment of, and the fixing of the remuneration of, the auditors.

6. 3. Quorum (to be present at the time of transacting business, may not be throughout or vote time) - minimum no. of persons who should attend the meeting - fixed by articles In Public company: (i) 5 members personally present if the number of members as on the date of meeting is not more than one thousand; (ii) 15 members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; (iii) 30 members personally present if the number of members as on the date of the meeting exceeds five thousand; In Private company: ( two members to be personally present) a. meeting called on request of members would be dissolved if people doesn’t come within ½ hour & in other cases the meeting gets adjourned b. BoD must tell the meeting date (on that day itself or before start of next week) c. If Quorum is less in adjourned meeting, present will validate NOTE: • 1 person counted as 2 quorum if he holds share in different capacity like trustee and himself. • Proxy not counted as quorum even if articles allow. What when total no. of members fall below the quorum fixed ???

7. 4.Chairman • Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. • If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands under sub-section (1) shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting. 5. Minutes of meeting (i) made within 30 days of the conclusion of every meeting (ii) Minute book & its use (iii) Numbering of pages (iv) Signing of minutes (on each page) - In case of Board or committee meeting, chairman of the same or next meeting - In case general meeting, chairman of the same meeting & if he’s dead or unable then director authorised by the Board (v) fair and correct summary

8. A. PROCEDURE OF MAINTENANCE OF MINUTES: • Minutes shall be recorded in books maintained for that purpose. • A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. • Minutes in electronic form shall be maintained with Timestamp. • A company may maintain its Minutes in physical or in electronic form with Timestamp. • Every company shall however follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorized by the Board. • Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. • Note : If a person is found guilty of tampering with the minutes of the proceedings of meeting he shall be punishable with imprisonment for a term which may extent to 2 years and with fine which is 25000/- to 1 Lac.

9. The pages of the Minutes Books shall be consecutively numbered. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp. • In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the Chairman who signs the Minutes • Minutes of the Board Meeting shall be kept at the Registered Office of the company or • At such other place as may be approved by the Board

10. B. RECORDINGS OF MINUTES: • a) Minutes shall contain a fair and correct summary of the proceedings of the Meeting: • The Company Secretary shall record the proceedings of the Meetings. • Where there is no Company Secretary, any other person duly authorized by the Board or by the Chairman in this behalf shall record the proceedings. • The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. • b) Minutes shall be written in clear, concise and plain language: • Note : The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company

11. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. • Where there is no Company Secretary, it shall be entered by any other person duly authorized by the Board or by the Chairman. • Minutes, once entered in the Minutes Book, shall not be altered. • Note : • Minutes books shall be preserved PERMANENTLY, whether in Physical or Electronic form. • The Minutes in respect of the original Meeting as well as the adjourned Meeting shall be entered in the Minutes Book within thirty days from the date of the respective Meetings.

12. Types of resolution: • Ordinary resolution - is a resolution passed at a general meeting of a company by a simple majority of votes (i.e votes cast in favour of the resolution exceed votes cast against it) including the casting vote of chairman,if any. - votes can be person or in proxy (if proxy is allowed) • Special resolution - the intention of passing special resolution should be clear in the notice - votes cast in favour of the resolution by the members entitled to vote are not less than 3 times the number of votes cast against the resolution - votes can be person or in proxy (if proxy is allowed) Refer this link too: (discuss in brief) http://www.companylawclub.co.uk/topics/types_of_resolutions.shtml

13. Classification of Meetings

14. General Meetings/Meetings of Shareholders or Members a. Statutory Meeting b. Annual General Meeting (AGM) c. Extraordinary General Meeting (EGM)

15. Statutory Meeting (2014 edition) First meeting of the shareholders and held only once in lifetime of a company. • Who can hold ?? Public company limited by shares or limited by guarantee having a share capital • Rule: Must be conducted within a period of not less than one month nor more than six monthsfrom the date at which the company is entitled to commence business.

16. Contents of Report: • Total no. shares allotted • Cash received on amount of shares allotted • Abstract of receipts and payments • Directors and Auditors • Preliminary contracts and expenses • Underwriting Contracts • Arrears of calls (from directors and managers) • Commission & Brokerage Certification of report: The Statutory Report and notice has to be certified by - not less than 2 directors , one of whom should be managing director , if there is one - and also obtain from the auditors of the company a certificate in regard to correctness of the prescribed particulars. - Copy to be sent to Registrar

17. Procedure at Statutory Meeting • At least 21 days before the meeting, BOD shall forward ‘statutory report’ to every member of the co. • The notice shall mention that it is a ‘statutory meeting’. • List of members: The Board shall cause a list showing the names, addresses and occupations of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the statutory meeting, and to remain open and accessible to any member of the company during the continuance of the meeting. 2. Discussion of formational aspects matters: discuss any matter relating to the - formation of the company or - arising out of the statutory report, whether previous notice has been given or not; - but no resolution may be passed of which notice has not been given in accordance with the provisions of this Act. 3. Adjournment 4. Consequences of Default (Statutory Report/conduct of meeting) - punishable with fine extendable to Rs.5000 - wind up order by Court - order to hold a meeting by Court

18. ANNUAL GENERAL MEETING As per Companies Act 2013 • Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting. • Time Periods for Annual General meeting: • In case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company. • This means, for a company incorporated on 1st day of January 2015, the first financial year shall be closed on 31st day of March 2016 and Annual General Meeting should be convened on or before 31st day of December 2016.

19. FINANCIAL YEAR (SECTION 2(41): • In case of a company , Financial Year means the period ending on the 31st day of March every year. Where the company has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year. • Explanation : • Case 1 : Company incorporated on 1st day of January 2015, the first financial year shall be closed on 31st day of March 2016 and Annual General Meeting should be convened on or before 31st day of December 2016. • Case 2 : Company incorporated on 31st day of December 2014, the first financial year shall be closed on 31st day of March 2015 and Annual General Meeting should be convened on or before 31st day of December 2015 • Note : Date of Incorporation decides Closing of financial Year.

20. In any case other that first annual general meeting, it shall be held within a period of six months, from the date of closing of the financial year. • There should be gap not more than fifteen months between the date of two AGM. • The Registrar may , for any special reason, extend the time period for conducting any annual general meeting not exceeding three months.   • Note : However the Registrar may not extend the time for first annual general meeting. • However where, last annual general meeting was held on 31st day of May 2015, next annual general meeting shall be held on or before 31st day of August 2016. • The Registrar may extend these dates to 30th day of November 2016 respectively.

21. Day and time for Annual General Meeting • Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate. • “National Holiday” means and includes a day declared as National Holiday by the Central Government. Yet, Republic Day, Independence Day and Gandhi’s Birthday has been declared as National Holidays. • Note : AGM can now be held all days including Sundays and public holidays but can not be held on National Holidays declared by Government

22. POWER OF TRIBUNAL TO CALL ANNUAL GENERAL MEETING • If any default is made in holding the annual general meeting of a company, the Tribunal may,  on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company. • Such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. • A general meeting held as per direction of the Tribunal shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act. •  If any default is made in holding a meeting of the company or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues

23. Business Conducted at AGM • Consideration of Annual Accounts, and reports of the Board of Directors’ and auditors • Appointment of Auditors of the company or Re-appointment of Auditor of the company and fixing of their remuneration. • Appointment of Additional Director as Director of the company. • Appointment of directors in place of those retiring • Declaration of Dividend

24. Proceedings at general meetings • (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 2. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. 3. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 4. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

25. Adjournment of meeting  (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

26. Report on annual general meeting (as per mca website) (i) Every listed public company shall prepare in the prescribed manner a report oneach annual general meeting including the confirmation to the effect that the meeting wasconvened, held and conducted as per the provisions of this Act . (ii) The company shall file with the Registrar a copy of the report : - within thirty days of the conclusion of the annual general meeting with such feesas may be prescribed, or with such additional fees as may be prescribed, within the time asspecified - If the company fails to file the report before the expiry of the period specified (under act) with additional fee, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.

27. Extraordinary General Meeting (2014 edition) Any General Meeting held between two annual general meetings will be called as an ‘Extraordinary general meeting’. Business which arises between two annual general meetings and being urgent and cannot be deferred till the next annual general meeting, is transacted at an extraordinary general meeting.

28. All general meetings other than annual general meeting shall be called extraordinary general meeting. • (i) The Board may, whenever it thinks fit, can call an extraordinary general meeting. • (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

29. Business transacted How to conduct ??? - as per AoA What to conduct ?? • Special business • To Increase in Authorised Capital • Change of Name of the company • Alteration of Memorandum and Articles ofAssociation • To fill the vacancy caused by the resignation of existing auditors • Issue of right shares • Increase in the remuneration of manager etc.

30. Who can call EGM? 1. Board of Directors - on own - On requisition of members - signed by them/or one of the joint owners - matters to be deposited at registered office Board shall call the meeting within 21 days of such deposit of requisition and held within 45 days of such deposit. 2. By the requisitionists themselves , if Board fails - not bound to disclose the reasons for the proposed resolutions. - before the expiry of 3 months from the date of deposit if requisition - not valid if requisitionists didn’t pay the call on shares - disbursement of expenses 3. By Company Law Board/Tribunal