lecture-34 - MEETINGS AND PROCEEDINGS LESSON 34: THE...

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Learning Objectives After reading the lesson, you will be able to know about the: · The kinds of meeting of a company · The requisites of a valid meeting of a company · The kinds of resolutions · The other important terms related to meeting, viz; adjournment, postponement, dissolution and minutes of meeting Introduction A company is an association of several persons. Decisions are made according to the view of the majority. Various matters have to be discussed and decided upon. These discussions take place at the various meetings, which take place between mem- bers and between the directors. Needless to say, the importance of meetings cannot be under-emphasized in case of companies. The Companies Act 1956 contains several provisions regarding meetings. These provisions have to be understood and followed. For a meeting, there must be at least 2 persons attending the meeting. One member cannot constitute a company meeting even if he holds proxies for other members. Kinds of Company Meetings Broadly, meetings in a company are of the following types :- I Meetings of Members These are meetings where the members / shareholders of the company meet and discuss various matters. Member’s meetings are of the following types :- Statutory Meeting (Sec 165) A public company limited by shares or a guarantee company having share capital is required to hold a statutory meeting. Such a statutory meeting is held only once in the lifetime of the company. Such a meeting must be held within a period of not less than one month or within a period not more than six months from the date on which it is entitled to commence business i.e. it obtains certificate of commencement of business. In a statutory meeting, the following matters only can be discussed: - a. Floatation of shares / debentures by the company b. Modification to contracts mentioned in the prospectus The purpose of the meeting is to enable members to know all- important matters pertaining to the formation of the company and its initial life history. The matters discussed include which shares have been taken up, what money has been received, what contracts have been entered into, what sums have been spent on preliminary expenses, etc. The members of the company present at the meeting may discuss any other matter relating to the formation of the Company or arising out of the statutory report also, even if no prior notice has been given for such other discussions but no resolution can be passed of which notice have not been given in accordance with the provisions of the Act. A notice of at least 21 days before the meeting must be given to members unless consent is accorded to a shorter notice by members, holding not less than 95% of voting rights in the company. A statutory meeting may be adjourned from time to time by
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lecture-34 - MEETINGS AND PROCEEDINGS LESSON 34: THE...

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