Company Meeting

MEANING OF COMPANY MEETING: – A Company Meeting is defined as “A Gathering of two or more persons for the purpose of transacting the lawful business of the company”.

TYPES OF COMPANY COMPANY MEETING

1. 1. Shareholders meetings
      • Statutory Meetings
      • Annual Meetings
      • Extra Ordinary Meetings
   2. Directors Meetings
      • Board Meetings
      • Committee Meetings
   3. Special Meetings
      • Class Meetings
      • Creditors Meetings

STATUTORY MEETING:- 

• Meaning: Statutory meeting is the first meeting of the members of a public company. It is held once in the life of a public company. Statutory means legal so this meeting is totally based on law. Law enforced the company to call this meeting.
• Occasion: This meeting must be held after 3 months but before 6 months of obtaining the certificate of commencement of business.
• Notice of Meeting: The directors will send a notice of the meeting to all the members of the company at least 21 days before the meeting. And also send a copy of the statutory report to the shareholders and ROC.

ANNUAL GENERAL MEETINGS:-

• Meaning: Every public company will hold the Annual General Meeting of its members every year. This meeting is to be call and held by the directors of the company.
• Occasion: The first annual general meeting must be held within 18 months from the date of its incorporation. The next meeting must be held once in every calendar year within 4 months after closing of its financial year. The interval between the two meetings must not exceed than 15 months.
• Notice of the Meeting: The directors will send a notice of the meeting to all the members of the company at least 21 days before the meeting. It should also be published in a newspaper.

EXTRAORDINARY MEETINGS:-

• Meaning: All general meetings other than annual general meeting and statutory meeting are known as Extra-Ordinary General Meetings. This meeting is held on special occasions or you can say in emergency situations when directors think that it is necessary. For example; at the plan of merger etc
• Occasion: This meeting is held on a special occasion and in the emergency situation.
• Notice of the Meeting: The directors will send a notice of the meeting to all the members of the company at least 21 days before the meeting.

BOARD MEETINGS

• EVERY COMPANY shall hold the FIRST BOARD MEETING of the Board of Directors (BOD) within 30 days from the date of incorporation.
• Hold a minimum of 4 meetings of BOD every year.
• There should not be a gap of more than 120 days between the two meetings.
• Central government by notification exempt certain class of companies

BOARD MEETING

The purpose is to discuss company policy matters.

• Quorum:- Minimum 2 directors or 1/3rd of the total strength of directors whichever is more.
• Agenda:- It need not be sent to the directors.
• Notice:- Length of the notice must be reasonable. Type equation here.

QUORUM

• Quorum means the minimum no. of persons who must be present in person in order to form a valid meeting.
• If the Articles do not apply for a larger quorum, the following rules apply.
• 5 members personally present for a public Co. and 2 for a private company.

AGENDA

• The list of things to be discussed in a meeting.
• Agenda is a document that outlines the contents of a forthcoming meeting.
• Effective agenda is one of the most important elements for a productive meeting.

TIME & PLACE

• Held at the registered office at the company or at some other place in the same city, town or village in which the registered office of the company is located.
• Must be held during business hours on a day which is not a public holiday.

MINUTES AND MINUTES BOOK

• A written record of proceedings, business transacted & decisions taken at company meetings.
• Entries of proceedings to be made here
• Separate Minutes Book for shareholders meetings & Board of Directors meetings.
• To be kept open to inspection by members for at least 2 hours daily free of charge.

RESOLUTION:-

• Resolution is defined as a formal and final decision of a meeting on any motion placed before it for consideration.
• Resolutions must be clear, definite with one meaning only and therefore it must be carefully worded.
• It must be approved in a properly convened and fully constituted meeting.
• Resolution is collective decision of all members.

Content (Listing) Credit: JitenKamani (Explanation: YEP Nepal)