MEETING OF

CREDITORS &
CONTRIBUTO
RIES

STATUTORY
MEETING

AGM

EGM

CLASS
MEETING

The first meeting of the shareholders of a public company

is known as a Statutory meeting

U/S 165 of the Companies Act the following Companies

are required to hold a Statutory meeting once in the life
time of the Company
1.A Public Company with Share Capital
2.A Public Company limited by guarantee having Share
Capital

Period within which Statutory meeting is held:After one month and within 6 months from the
date of certificate of incorporation of business.

The directors are required to send notice of the

meeting to every member of the company at
least 21 days before the date of the meeting
stating that it is the statutory meeting of the
company

To acquaint shareholders of the progress of the

company since incorporation

To discuss matters arising out of promotion &

formation of the company

Report must be certified as correct by at least 2

directors, one of whom shall be a M.D, where there is
one
Report must be certified as correct by the auditors of
the company
A copy of this report must be filed with registrar for
registration

A Statutory report must set out

The total number of shares issued, distinguishing
shares as fully paid up or partly paid
The total amount of cash received in respect of
total shares allotted
The names, addresses & occupation of the
companys directors, auditors, M.D, manager &
secretary of the company
The particulars of any contract & modification of
any contract to be submitted to the meeting for
approval

A Statutory report must set out

The particulars of any commission or brokerage
paid or to be paid to directors and the manager in
connection with the sale of shares or debentures of the
company
The details of arrears, if any, due from directors ,
M.D. or manager
The extent to which the underwriting contract has
not been carried out and reasons therefore

 The Board shall place at the meeting a list showing the

names, addresses & occupation of the members of the
company and the number of shares held by them
respectively
The members present may discuss any matter relating
to the formation of the company or arising out of the
statutory report

 Default in complying with the provisions shall make

every director or other officer of the company liable to a
fine
The Registrar or a contributory may file a petition for
the winding up of the company if default is made in
delivering the statutory report to the Registrar or in
holding the statutory meeting on or after 14 days after the
last date on which the statutory meeting ought to have
been held.

 Must be held by every type of company, public or

private, limited by shares or by guarantee, with or
without share capital or unlimited company, once a year.
Every company must in each year hold an annual
general meeting.
Not more than 15 months must elapse between two
annual general meetings.

 However, a company may hold its first annual general

meeting within 18 months from the date of its
incorporation
In such a case, it need not hold any annual general
meeting in the year of its incorporation as well as in the
following year

The following matters constitute ordinary

business at an AGM :Consideration of annual accounts, directors
report and the auditors report
Declaration of dividend
Appointment of directors in the place of those
retiring
Appointment of and the fixing of the
remuneration of the statutory auditors
All other matters and business to be
discussed at the AGM are special business.

If any special business is to be transacted, the

notice convening the meeting must contain a
statement setting out all facts concerning each
such item of business, including the nature and
extent of interest of every director or manager
in it

 The second AGM shall be held at the earliest of the

following dates: Six months from the close of the financial
year.
With 15 months from the previous AGM
Last date of the calendar year

 Time & Place of Meeting (Sec. 166(2) )

AGM must be held at the registered office of the
company or at some other place within the city, town
or village in which the registered office of the
company is situated
The meeting should be held during business
hours on a day which is not a public holiday

 Adjourned AGM on a public holiday

The Department of Company Affairs has clarified that
there is no contravention of Sec. 166(2) if an adjourned
AGM, comes to be accidentally held on a public holiday
Notice
At least 21 days written notice must be given to
members for calling an AGM
However, such a meeting may be called with shorter
notice if it is agreed to by all the members entitled to vote
in the meeting

 Default in complying with the provisions shall make

every director or other officer of the company liable to a
fine which may extend to Rs. 50,000
In case of continuing default, with a further fine which
may extend to Rs. 2,500 per day

If default is made in holding AGM, any member of the

company may apply to NCLT
NCLT may call or direct the calling of the meeting and
give such directions for the purpose as it thinks fit

All general meetings of the company other than

AGM & Statutory meeting are called EGM
These meetings are called in emergencies or on
special occasions
EGM is called when it is necessary to transact
certain business which cannot be postponed until
the next AGM

 EGM is usually called for such purposes :

Alteration of Memorandum & Articles of the
company
Increase or decrease of share capital or
reorganisation of capital

 NOTICE
The requisite notice for EGM is 21 days

TIME & PLACE OF MEETING

EGM may be held anytime, on any day
including a public holiday and at a place other
than the registered office of the company or
even outside the city

 By Directors
By directors on the requisition of shareholders
By requisitioning shareholders
By NCLT

 Frequency of Board Meeting

Board meeting must be held once in at least
three months
At least four such meetings must be held in
one year

Central Govt. may exempt certain

companies if they do not have enough work
to justify expenditure on quarterly meetings

 Notice of the Board Meeting

The Companies Act does not specify any
period of notice for Board meetings
If the Articles provide a definite period of
notice, the secretary must ensure the same
In the absence of any provision, a
reasonable notice must be given to enable
directors to attend the meeting

 Notice of the Board Meeting

The notice should state the date, time &
place of the meeting
Along with the notice a copy of the agenda
is also sent (not mandatory)

 QUORUM
1/3rd of its total strength or 2, whichever is
higher
If a meeting cannot be held for want of
quorum, it stands adjourned
Where a meeting was called but could not
be held, it shall be counted towards the
minimum number of meetings which must
be held in one year