By going through these Maharashtra State Board Secretarial Practice 11th Commerce Notes Chapter 8 Company Meetings – II students can recall all the concepts quickly.

Maharashtra State Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings – I

Types of Company Meeting-

  1. Shareholders Meeting
  2. Directors Meeting
  3. Creditors Meeting

1. Shareholders Meeting:

  • General Meeting
  • Class Meeting

General Meeting:

  • Annual General Meeting (U/S 96)
  • Extraordinary General Meeting (U/S 100)

2. Directors Meeting:

  • Board Meeting
  • Committee Meeting

Maharashtra Board Class 11 Secretarial Practice Notes Chapter 8 Company Meetings - II 1

Maharashtra Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings - I

Annual General Meeting (u/s 96)-
(Equity shareholders meeting. Once in every financial year.)

Purpose :

  • to adopt Annual Accounts / Directors Report / Auditor’s Report
  • to declare dividend
  • to elect Directors in place of retiring Directors
  • to appoint auditors and fix their remuneration
  • to review progress and performance of company

Legal provisions :
(1) Time of Holding General Meeting:

First Annual General Meeting: Time Period Within 9 months of closing of the first financial year
Subsequent Annual General Meeting: Time Period Within 6 months after completion of its financial year
The Interval between two AGM:  Time Period Should not be more than 15 months.
Extension of time for conducting AGM: Time Period Not more than 3 months

(2) Authority to convene Meeting — The Board of Directors
(3) Notice period — 21 clear days
(4) Date, time and place of AGM
(5) Quorum

  1. Public Company
  2. Private Company

1. Public Company-

Number of shareholders Quorum
Not more than 1000 Five (5) members
More than 1000 but up to 5000 Fifteen (15) members
Exceeds 5000 Thirty (30) members

2. Private Company: Minimum two members

(6) Adjournment of Meeting – to be held on the same day, time and place in the next week.
(7) Default:

  • Punishable with fine.
  • Fine may be upto ₹1,00,000 in the case of continuing default.
  • It may extend upto ₹5000 per day.

Extra Ordinary General Meeting (U/S 100)-

  • to transact Special Business
  • Convened between two Annual General Meetings.

Purpose of Extra Ordinary General Meeting-

To take immediate decisions on –

  • Alteration in Memorandum of Association
  • Alteration of Articles of Association
  • Removal of Director before expiry of his / her terms
  • Removal of Auditor before expiry of his / her terms
  • Voluntary winding up of company

Maharashtra Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings - I

Legal Provisions for Extra Ordinary General Meeting-

Authority to convene:

  • Board of Directors
  • Board of Directors on requisition of Members
  • Requisitionist themselves
  • National Company Law Tribunal (NCLT) or Government

Class Meeting: (U/S 48)-

  • Meaning : Held to make changes in rights and duties of particular class of shareholders.
  • Resolution : Special resolutions are passed.
  • Purpose : To change rights of a particular class of shareholders and get consent for the change.
  • Frequency : Not held regularly.

Directors Meeting (Section 173)-

  1. Board Meeting
  2. Committee Meeting

Board Meeting (Section 173)-
Legal provisions

(A) Authority to Convene: Chairman of the Board

(B) Number of Board Meeting:

  • First Board Meeting
    → Within 30 days of the date of it’s incorporation.
  • Subsequent Board Meeting
    → Minimum of 4 Board meetings year
  • One Person Company
    → at least one meeting in each half of calendar year
    → gap between the two meetings should not be less than 90 days.

(C) Virtual Meeting: By audio visual means
(D) Notice (Section 173 (3): at least 7 days before Meeting
(E) Quorum – (Section 174): 1/3 of total number of directors or two directors whichever is higher
(F) Adjournment of meeting: Absence of quorum to be held on same day / time and place in the next week.

Committee Meeting-

  • B.O.D. appoint small committee of Directors
  • To study the various matters / problems of the company
  • Audit committee, Transfer of share committee, share allotment committee,

Creditors Meeting-

  • Company hold meeting of debenture holders, depositors, lenders, bankers, etc.
  • to discuss the rate of interest or in financial crisis for creditor’s support.

Maharashtra Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings - I

Functions of Secretary Related With Annual General Meeting

(1) Functions before the AGM

  • Fixing the Board Meeting
  • Issue of Notice
  • Speech of the Chairman
  • Preliminary Arrangement
  • Company Accounts

(2) Functions during the AGM (3)

  • Attendance (i)
  • Quorum (ii)
  • Reading Reports (iii)
  • Writing the Proceedings
  • Helps Chairman (iv)
  • Conduct Poll

3. Functions After the AGM

  • Drafting the Minutes
  • Implementing Decision
  • Sending documents and filing resolutions
  • Send information to absent members

Maharashtra Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings - I

Word Meaning:

dividend – a part of Company’s profit distributed to shareholders for their contributions; remuneration — salary; quorum — minimum numbers of Members required for the meeting; winding up — closure of company; requisitionist — a person who requests to call a meeting; resolution — a decision was taken at the meeting; consent — approval; frequently — regularly; dormant company — a company whose progress is slow; poll — election; secure — to fixed; assists — to help; audiovisual — using both sound and pictures together; penalty — fine; adjourned — to postpone/taking a break; calendar year — year which starts from January to December.