Statutory General Meeting

The conduct of statutory general meeting.

1. CONDUCT OF STATUTORY GENERAL MEETING

2. MEETING Meeting is gathering of two or more person by previous notice for discussion. Need for meeting To ratify. To consider their future plans. To pass resolutions. Types of meeting General Meeting. Statutory meeting. Annual meeting. Extra ordinary meeting. Class meeting of share holders of different classes of shares.

3. STATUTORY GENERAL MEETING (SEC 165) Statutory meeting is a general meeting of the members of a company conducted as required under section 165 of the Companies Act. Held only ONCE IN A LIFE TIME of a company. It is the first meeting of the members. Types of company to hold Statutory Meeting. A public company limited by shares. A public company limited by guarantee & having a share capital

4. OBJECTS OF STATUTORY MEETING To discuss the success of the formation of the company. To discuss the matters arising out of statutory report. Type of property the company has acquired. To discuss the progress of the company. To know the details of the actual amount received by the shares. To approve/modify the contracts which were specified in the prospectus. To know the financial position of the company. To discuss various matters arising out of promotions.

5. REQUIREMENTS Notice A clear 21 days notice to be given. The notice must be send by the directors to every share holders. Time limit A statutory meeting may be held within a period of Not less than 1 month Not more than 6 months. From the date of receiving Certificate of Commencement of business. Agenda All items are of Special Business Category therefore each must be accompanied with an explanatory note for each item.

6. SECRETARIAL PROCEDURE The Statutory Report should be certified by at least 2 Managing Directors of the company. Once certified by the MD, the auditor of the company must also certify about the receipts of payment of cash received should be reported within 7 days. Procedure of the meeting Secretary should produce a list of name, address, occupation, and number of shares held by the members. The list must remain open & accessible to any members of the company during the meeting. The members are at liberty to discuss any matters relating to the formation of the company.

7. SECRETARY’S DUTIES Before the meeting Preparation of Statutory Report. Certification of the report. Printing & sending the statutory reports & notice. Filing the copy of statutory reports with registrar. Drawing up the agenda of the meeting. Preparation of list of members. Necessary arrangement of holding the meeting. At the meeting Secure attendance of the members. Receiving the Directors & the Members to the comfortable. Ascertain the Quorum.

8. CONTD… Read the notice convening the meeting & the statutory report. Exhibits complete list of members. After the meeting Prepare the minutes of the proceedings. Record the minutes of the meeting in the minutes book. Carry out the suggestions of the Board , if any, arising out of statutory meeting.

9. CONTENT OF STATUTORY REPORT Total shares allotted Number of shares allotted. How many fully or partly paid up. For partly paid up, the extent to which they are so paid up. The consideration for which the shares have been allotted. Cash received while allotting the shares. Abstracts of receipt and payments (Note: up to date 7 days before report is dispatched) The receipt of shares and debentures and other sources. The payment made thereof. The balance cash in hand. The estimate of preliminary expenses of the company.

10. CONTD… Directors, Auditors, Managers & Secretary Their names, addresses, occupation and Changes if any has occurred in them since the incorporation of the business. Contracts Submitted in meeting for approval. Modification of any existing contract. Underwriting contract Extent to which it has not carried out. And reasons for it. Arrears for call Arrears due on calls from every director and managers.

11. CONTD… Commission and brokerage Particulars if it is in connection with the sales of shares and debentures to any director or manager.

12. CERTIFICATION OF THE REPORT Certified by At least 2 Directors. One director should be M.D. Then by auditors. Report should be sent to Registrar Members

13. PENALTIES Any default made in filing statutory report or holding the statutory meeting then every responsible person is liable to pay Rs 5000/- If company fails to conduct statutory meeting then the Tribunal can order for compulsory winding up of the company.

14. SUBMITTED BY 11