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-
- Shareholders Meeting
- Directors Meeting
- Creditors Meeting
1. Shareholders Meeting:
- General Meeting
- Class Meeting
- Annual General Meeting (U/S 96)
- Extraordinary General Meeting (U/S 100)
2. Directors Meeting:
- Board Meeting
- Committee Meeting
Annual General Meeting (u/s 96)-
(Equity shareholders meeting. Once in every financial year.)
- 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
- Public Company
- 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.
- 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
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)-
- Board Meeting
- Committee Meeting
Board Meeting (Section 173)-
(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.
- 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,
- Company hold meeting of debenture holders, depositors, lenders, bankers, etc.
- to discuss the rate of interest or in financial crisis for creditor’s support.
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
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.