Meetings Types : Board Meeting, AGM, Extra Ordinary Meeting
These discussions take place at the various meetings which take place between members and between the directors. Needless to say, the importance of meetings cannot be under-emphasised in case of companies. The Companies Act, 1956 contains several provisions regarding meetings. The MCA has provided relaxation to all the companies to conduct the Annual General Meeting Video Conferencing or Other Audio-Visual Means with the facility of e-voting during the calendar year 2021. The company can conduct its ordinary business and those items of special business, which are considered unavoidable by the Board in the AGM.
The business of the meeting must be conducted in the same order in which the items are placed in the agenda and the order can be varied only with the consent of the meeting. The rules of quorum must be maintained and the provisions of the Companies Act, 1956 and the articles must be complied with. Since such matters are discussed at every AGM, they are known as ordinary business.
Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. Company shall obtain prior consent of Company Secretary in practice, Chartered Accountant in practice, Cost Accountant in practice or an Advocate, or any other person who is not in the employment of the Company to act as a Scrutinizer. It also provides details and facts that will help the participants understand the importance and consequences of the organization and the scope of business transactions and make decisions. HOLDING OF MEETING- Both AGM & Board meeting must be held in a calendar year but EGM can be held in any year not particularly in calendar year.
The members of the company are entitled to attend and vote at the AGM. Members can cast their votes by a physical ballot or postal ballot or through e-voting. Members can appoint proxies to attend an AGM and vote on their behalf. The proxy should be appointed in writing, and the proxy form should be signed by the member.
The AGM should be held at the registered office or any place within the city, town or village where such a registered office is situated. In the case of an unlisted company, an AGM can be held in any place in India if all the members consent to it in advance, either in written form or through electronic mode. If the company further defaults in holding a meeting in accordance with the directions of the Tribunal, the company and every officer of the company who commits the default shall be punishable with a fine of up to Rs 1 lakh.
An AGM provides shareholders with an opportunity to ask questions, raise concerns, and vote on issues related to the company’s performance, whereas an EGM is called to address a specific issue that requires immediate attention. In general, the shareholders of a company typically convene on a yearly basis for a mandatory meeting known as the Annual General Meeting, or AGM. During these regular meetings, reports are presented to the shareholders and various functions such as voting, appointments, compensations are determined and carried out. These meetings are planned out in advance and take place within regular business hours.
Steps for Filing an Application Seeking Time Extension for Conducting AGM
S.98 of the companies act states that tribunal can also call for meeting by its own and can conduct extraordinary general meeting. Every listed public company shall prepare a report on Annual General Meeting intheprescribedform,includingaconfirmationthattheMeetingwasconvened, held and conducted as per the provisions of the Act. A single postal ballot form may provide for multiple items of business to be transacted.
To operate as a Section 8 company, it must obtain the requisite licence from the central government and such company shall be registered as a limited company. Once a company has been incorporated as a Section 8 company, it is prohibited from paying remuneration to members, promoters, directors or founders and dividends to its members. The income or profits generated by a Section 8 company can only be used to advance the charitable objects for which the company was established.
The board of directors of a Section 8 company are not required to pass resolutions in board meetings to borrow money, invest funds provide guarantees, grant security for a loan, or provide loans. Section 186 of the Companies Act empowers the Company Law Board to call only extraordinary general meeting and not the annual general meeting of the company. If no such meeting is convened within 21 days of their requisition, shareholders may themselves convene the meeting within 3 months from the date of their requisition.
A notice of the meeting must be given to all the members entitled to attend the same. Such a notice must contain details of holding the meeting and the agenda of the meeting, further. The first annual general meeting of a company is required to be conducted within 18 months from the date of the company’s incorporation. It is mandated that the first annual general meeting must be held within nine months from the end of the financial year.
The difference between AGM and EGM lies in the purpose and frequency of the meetings. An AGM is an annual meeting that companies hold to discuss their financial performance, elect directors, and conduct other business as defined in their bylaws. On the other hand, an EGM is a meeting held outside of the company’s regular schedule to address and vote on a specific issue that cannot wait until the next AGM.
What type of resolution will be passed in this meeting for removal of the Director?
Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons. The explanatory statement has an announcement attached to it that contains relevant information, such as the existence of the concern or interest, which may be financial or otherwise. Therefore, these are the types of meeting through which the strategies of the company can be decided and prove to be a key to success for business entities. 17.6.2 Extract of the Minutes shall be given only after the Minutes have been duly signed.
Delay in audit extraordinary meeting must be held every years due to absence of auditors because of reasons such as death, resignation, incapacity to sign or other such valid reasons. Wednesday, Live Law reported that a Kerala court ruled that the Indian Penal Code Section 354, … Meetings of the debenture holders are held according to the conditions contained in the debenture trust deed. The particulars of any contract and the modification or the proposed modification of any contract which is to be submitted for the approval of the members at the meeting.
The day must be a working day and the time should be during business hours unless agreed otherwise by all the directors. It is not necessary to state in the notice the business to be transacted, unless the articles of the company or the Act so require. If due to any reason it is impracticable to hold extraordinary general meeting the Company Law Board may order to call such meeting either on its own initiative or on the application of any director or any member of the company who are entitled to vote at the meeting. In summary, AGM and EGM are both meetings of the shareholders of a company, but AGM is an annual meeting that is held at a set time each year, whereas EGM is called as and when needed to discuss specific issues that require the attention of shareholders but cannot wait until the next AGM.
She is adept at legal research and writing and enjoys discussing and analysing important legal developments. Her primary interests lie in Corporate, FinTech and IPR Law and she is always on the lookout for exploring new developments in the area. She likes to travel, bake and obsess over cat videos in her free time. 3) Availability of the notice of the meeting on the website and stock exchange. Get the certificate of the extension privilege in the holding of AGM of the company from the Registrar.
The Board of Directors can exercise their powers collectively through the Board Meeting. The secretary sends the information of the proceedings of the meeting to the absent members. The secretary drafts the minutes of the meeting on the basis of the notes taken down during the proceedings of the meeting. The secretary should take down the notes of the proceedings of the meeting. Annual General Meeting is held to review the working of the company during the previous financial year and take an effective decision for the next year.
Appointment of and the fixing of the remuneration of the statutory auditors. Give such ancillary or consequential and fine which may extend to Rs. 5,000 for continuing default, a further fine of Rs. 250 per day. Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.
It is held when the matter is of utmost importance and it cannot be postponed till the next Annual General Meeting. Notice is accompanied by agenda and also Annual report, Auditor report, Annual accounts, etc. in case of Annual General Meeting. A notice of the meeting must be sent to all members in case of the General Meeting. No, the company cannot call the next Annual General Meeting immediately to remove the director. Section 100 of the Companies Act, 2013 read with rule 17 of The Companies Rules, 2014 deals with matters related to convening of Extra-ordinary General Meeting .
A Member present in person or by Proxy shall, on a poll or ballot, have votes in proportion to his share in the paid up equity share capital of the company, subject to differential rights as to voting, if any, attached to certain shares as stipulatedintheArticlesorbythetermsofissueofsuchshares. If,forreasonsbeyondthecontroloftheBoard,aMeetingcannotbeheldonthe date originally fixed, the Board may reconvene the Meeting, to transact the same business as specified in the original Notice, after giving not less than three days intimation to the Members. In case of companies having a website, such Notice shall simultaneouslybehostedonthewebsite. These members must be personally present at the meeting for discussion, debate and giving opinion and votes for taking decisions on various issues. The Articles of Association may make a separate provision regarding the quorum, but such a provision cannot be less than the minimum prescribed by the Companies Act.
For managing your start up, the first important issue is to have a board of Directors. Board Management is essential for the survival of every start up and also board needs to have a proper skills and knowledge for managing a new business entity. A company may, by appropriate provisions in its its articles, fix the time for its annual general meeting and may also by a resolution passed in one annual general meeting fix the time for its subsequent annual general meetings. A Section 8 company is not required to record minutes of the annual general meeting unless the company’s articles of association require such recording. The board meetings should always have a quorum of at least two directors or one third of the total strength, whichever is higher. If the board meeting is not convened due to the lack of quorum, it shall be held at the same time and same venue when such quorum is available.
- As per the Companies Act every company has to hold the Annual General Meeting.
- He has to perform all duties in compliance with the provisions of the Act.
- Therefore the Companies Act has made it compulsory for every Company to hold the Annual General Meeting 6 months after the completion of its financial year.
- A company other than OPC must conduct at least one Annual General Meeting in a financial year.
- The director of the company will initiate a meeting of the board of directors concerning which notice has to be sent to all the directors 7 days before holding the board meeting.
They cannot personally take part in the management to manage the day-to-day affairs of the company. Hence they hold their meeting and elect their representatives called Directors. A Director cannot appoint proxy to attend and vote in the Board Meeting on his behalf. A meeting of all the shareholders or members of the company is called a Shareholders’ Meeting. On 1st June Mr. X, a Director of the company was arrested for a financial scam.
A Member entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed, one or more Proxies, to attend and vote instead of himself and a Proxy need not be a Member. The Chairman shall provide a fair opportunity to Members who are entitled to votetoseekclarificationsand/oroffercommentsrelatedtoanyitemofbusiness andaddressthesame,aswarranted. Members who have voted by Remote e-voting have the right to attend the General Meeting and accordingly their presence shall be counted for the purpose of Quorum. ItemsofbusinessotherthanOrdinaryBusinessmaybeconsidered at an Extra-Ordinary General Meeting or by means of a postal ballot,ifthoughtfitbytheBoard.
Further, if the company fails to call the Annual General Meeting as per the provisions of Section 166 of the Act, or pursuance of the order of the Central Government the company, and every officer of the company in default shall be punishable with fine which may extended to fifty thousand rupees. In case of continuing default, they are punished with further fine which may extend to two thousand rupees for every day after the first during which the default continues. To provide an opportunity to the shareholders to discuss and review the progress and performance of the company. Annual General Meeting of Platinum Limited Company should be held at the registered office of the company or at some other place within the city or village in which the registered office of the Platinum Limited Company is situated.
A virtual meeting means Directors around the city or outside the city regardless of their location use audio video and link online, use video teleconference software. This is a quicker and efficient way to co-ordinate and conduct urgent meeting with various members or departments in an organisation. It depends on the flow of information and ease of communication between the participants. The meeting should be capable of recording and recognising the participation of Directors. However, in certain cases Central Government specifies certain matters that cannot be discussed and dealt through video conferencing or other audio visual means. A meeting of the shareholders which is held under special circumstances.
7.2.1 Everycompanyhavingitsequityshareslistedonarecognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platformandothercompaniesasprescribedshallprovidee- votingfacilitytotheirMemberstoexercisetheirVotingRights. Thecompanyshallensurecomplianceofprovisionsrelatingtoappointmentof Proxy unless all the Members entitled to vote at such Meeting, consent to holding of the General Meeting at shorter Notice. In the case of Members, Notice shall be given at the address registered with the company or depository.
The strength of the board meeting should be at least 1/3 of the board members or 2 directors whichever is higher. As per S.166 of companies act the time limit prescribed for a meeting after a company is incorporated Is 18 months, after that there shouldn’t be a gap for more than 15 months between two annual general meeting. The registrar has a power to extend the period by additional 3 months. There must bee a notice issued for the details such as date, place, time of the meetings and it shouldn’t be on public holidays and should be in business hours.