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Company Meetings Outline Kinds of company meetings Statutory report Meetings of board of directors Procedure and conduct at general meetings Company resolutions Legal conditions of various forms of business organizations KINDS OF COMPANY MEETINGS Statutory meeting Annual general meeting Extra-ordinary general meeting Statutory Meetings (Section 157) First meeting of the members of a public limited company. It is held only once It is held by every public limited company limited by shares limited by guarantee and private company converted into a public company Shall be held within a period of not less than 3 months nor more than 6 months How meeting is convened ? Annual General Meeting (Section 158) Every company shall hold a general public meeting of its members every year Notice of meeting Place of meeting Business to be conducted Consideration and adaptation of the audited annual accounts of company Declaration of dividends The election of directors Appointment of directors Extra-Ordinary General Meeting (section 159) “All general meetings other than annual general meeting and statutory meeting shall be called extra-ordinary general meeting” How the meeting is called? What should be the purpose of meeting? Statutory Report (section 153(3)) Report which is sent by the Board of Directors to all members Report shall be circulated 21 days before the statutory meeting The statutory report shall be certified by not less than three directors One of whom shall be the chief executive of company Contents of Statutory Report Brief account of the state of company’s affairs Total number of shares allotted Total amount of cash received Names, address and occupation of directors Particulars of contract and modification Extent to which underwriting contacts have been carried out MEETING OF BOARD OF DIRECTORS Three ways for carrying out affairs of company by directors Telephonic conversation Circular resolution Board meetings In board meetings board should explain Notice of board meeting Restriction on power of directors Quorum for board meeting Minutes of board meetings Procedure and Conduct at General Meetings The procedure of holding of general meeting is usually described in the articles of a company. Company ordinance section 160 provisions related to conduct of company meetings: Notice of meeting Conduct of business Quorum Voting and poll Chairman Voting by proxies Adjournment of meeting Minutes of meeting resolutions Company Resolution “An item is put before the members of a company in the form of a proposal if it is approved by majority it becomes a resolution” Types of company resolution Ordinary resolution Special resolution
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