Company Meetings

Subject: Business Studies

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Overview

Meeting conducted under joint stock company is of two types: a general meeting and BOD meeting. A general meeting is consist of Statutory general meeting, Annual general meeting, and Special general meeting. Board of Directors Meeting is the gathering of directors in connection with the business and management of the company.

Company Meetings

A company meeting is defined as an assembly of persons who are connected with the company for discussing the matters relating to different activities of the company. The following are the main types of company meetings:

General Meeting

Following are the types of general meeting:

Preliminary / Statutory General Meeting

Source: www.slideshare.net
Source: www.slideshare.net

This is the first official meeting of shareholder after its incorporation. The main aim of this meeting is to give details of a company to all shareholders about the number of shares issued and to provide information about the prospectus to its members. According to the Company Act, it must be conducted within a year after receiving the certificate of commencement of business. Shareholders must be pre-noticed about the place, time, date, and agenda in advance of 21 days of conducting the meeting.

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A preliminary report must be signed by at least two directors and that report should be sent to all the shareholders. The report must be certified by the authority and should be sent to the Company Registrar. This report must contain the following details:

  • Total number of share allotted
  • Number of paid-up shares
  • Total amount received from shares
  • Report on income and expenditure till 35 days before the meeting
  • Name and address of directors, managers, company secretary, accountants and auditors and their appointment and terms and condition of services.
  • Details of agreements which are required for meetings
  • Report on underwriting of shares
  • Share money due from directors
  • Other necessary information

Annual General Meeting

Source: www.slideshare.net
Source: www.slideshare.net

Annual General Meeting is the meeting of a shareholder of the company which is held every year. The main objective of this meeting is to inform shareholder about the progress of the company, about the ongoing performance and future plans of the company. The annual general meeting should be held each year within six months from the expiry date. The shareholders must be pre-noticed about the place, time, date, and agenda about the meeting in advance of 21 days of conducting a meeting. In the case of a public company, the notice must be published in a popular national newspaper by inviting all the shareholder to attend the meeting. The matter to be presented by the chairman of the board in the annual general meeting are as follows:

  • Auditing financial statement consisting balance sheet, income statements, profit and loss, and annual report
  • Appointment and remuneration of directors and auditors
  • Report of directors and auditors
  • Declaration of the rate of dividend
  • Other particulars presented by shareholders representing a minimum 5% of total votes

Special / Extraordinary General Meeting

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Source: www.slideshare.net

A special general meeting is the meeting of shareholders of the company except preliminary and annual general meeting. If any important matter arise and it needs to be discussed sooner and it cannot wait until the annual general meeting then this meeting is held. It is also called special circumstances and is held when special and urgent decisions have to be made. The shareholder must be pre-noticed about the place, time, date, and agenda about the meeting in advance of 15 days of conducting a meeting.

The following matter is discussed at the special general meeting:

  • Alteration in the Memorandum and the Articles of Association
  • Change in the name or main objective of the company
  • Increase in authorized capital
  • Reduction of share capital
  • Issuing of bonus shares
  • Conversion of a private limited company into a public limited company

The special general meeting is conducted by the following authorities:

  1. By the board of directors:
    In the case of an emergency, if the board of director feels necessary to call a special general meeting then it is held. The board of directors held this meeting in an urgent matter. However, it cannot be conducted before the preliminary general meeting.
  1. By auditors:
    In auditing the account there can be need of shareholder's idea and so auditor calls this meeting with a reasonable cause. The auditor requests the board of directors to call the meeting and if the board of director fails to call then the auditor can request to the office of Company Registrar for the same. In such a situation, the office of Company Registrar calls the special general meeting.
  1. By shareholders:
    The shareholders with 10% paid-up capital or at least 25% of total shareholders demand to call this meeting with reasonable cause then they can call the meeting. They request to the board of director and submit an application to call the meeting. If the board of director is unable to call this meeting then the shareholders can complain to Company Register with reasonable reasons and the Office of Company Registrar will call the special general meeting.
  1. By Office of Company Registrar:
    If the office of Company Registrar finds any reasonable cause then it can call the special general meeting through inspecting the company.

Board of Director (BOD) Meeting

When the board of directors comes together to determine the company policy and to take decisions according to the act then this meeting is held. It is held in regular interval. Its main objective is the management of the company about share, the recommendation of dividend, appointment of officers and fixation of data. More than 51% of total directors must be presented at this meeting. The decision is taken by passing the resolution. The board of director meeting of a public limited company must be held six times a year. If any directors are not satisfied with the decision then s/he can write the note of dissent proof of his rejection.

 

 

 

 

 

References:

Khanal, Soma Raj, Surendra Thapa Aslami and Sitaram Dhakal.Business Studies.Kathmandu: Taleju Prakashan, 2067.

Pant, Prem R., et al.Business Studies.Kathmandu: Buddha Academic Publishers and Distributors Pvt. Ltd., 2010.

 

 

 

Things to remember

Types of meeting:

  • General meeting 
  1. Preliminary / Statutory General Meeting
  2. Annual General Meeting
  3. Special / Extraordinary General Meeting
  • Board of Director (BOD) Meeting
  • It includes every relationship which established among the people.
  • There can be more than one community in a society. Community smaller than society.
  • It is a network of social relationships which cannot see or touched.
  • common interests and common objectives are not necessary for society.
Questions and Answers

 This is the first official meeting of shareholder after its incorporation. The main aim of this meeting is to give details of a company to all shareholders about the number of shares issued and to provide information about the prospectus to its members. According to the Act, it must be conducted within a year after receiving the certificate of commencement of business. Shareholders must be pre-noticed about the place, time, date and agenda in advance of 21 days of conducting the meeting.

A preliminary report is to be sent to all the shareholders certified by at least two directors. It shows the amount of preliminary expenses, names, address, of directors, auditors and managers, of the company.

ed by at least two directors and that report should be sent to all the shareholders. The report must be certified by the authority and also be sent to the Company Register. This report must contain following details:

  • Total number of share allotted
  • Number of paid-up shares
  • Total amount received from shares
  • Report of income and expenditure till 35 days before meeting
  • Name and address of directors, managers, company secretary, accountants and auditors and their appointment and terms and condition of services.
  • Details of agreements which are required for meetings
  • Report of underwriting of shares
  • Share money due from directors
  • Other necessary information

Annual General Meeting is the meeting of a shareholder of the company which is held every year. The main objective of this meeting is to inform shareholder about the progress of the company, about the ongoing performance and future plans of the company. The annual general meeting should be held each year within six months from the expiry date. The shareholders must be pre-noticed about the place, time, date and agenda about the meeting in advance of 21 days of conducting a meeting. In the case of public company, the notice must be published in a popular national newspaper by inviting all the shareholder to attend the meeting.

The matter to be presented by the chairman of the board in the annual general meeting are as follows:

  • Auditing financial statement consisting balance sheet, income statements, profit and loss and annual report
  • Appointment and remuneration of directors and auditors
  • Report of directors and auditors
  • Declaration of rate of dividend
  • Other particulars presented by shareholders representing a minimum 5% of total votes
  • Other particulars

 

Preliminary/Statutory  Meeting

 This is the first official meeting of shareholder after its incorporation. The main aim of this meeting is to give details of a company to all shareholders about the number of shares issued and to provide information about the prospectus to its members. According to the Act, it must be conducted within a year after receiving the certificate of commencement of business. Shareholders must be pre-noticed about the place, time, date and agenda in advance of 21 days of conducting the meeting.

A preliminary report is to be sent to all the shareholders certified by at least two directors. It shows the amount of preliminary expenses, names, address, of directors, auditors, and managers, of the company.

ed by at least two directors and that report should be sent to all the shareholders. The report must be certified by the authority and also be sent to the Company Register. This report must contain following details:

  • Total number of share allotted
  • Number of paid-up shares
  • Total amount received from shares
  • Report of income and expenditure till 35 days before meeting
  • Name and address of directors, managers, company secretary, accountants and auditors and their appointment and terms and condition of services.
  • Details of agreements which are required for meetings
  • Report of underwriting of shares
  • Share money due from directors
  • Other necessary information


Annual General Meeting

Annual General Meeting is the meeting of a shareholder of the company which is held every year. The main objective of this meeting is to inform shareholder about the progress of the company, about the ongoing performance and future plans of the company. The annual general meeting should be held each year within six months from the expiry date. The shareholders must be pre-noticed about the place, time, date and agenda about the meeting in advance of 21 days of conducting a meeting. In the case of public company, the notice must be published in a popular national newspaper by inviting all the shareholder to attend the meeting.

The matter to be presented by the chairman of the board in the annual general meeting are as follows:

  • Auditing financial statement consisting balance sheet, income statements, profit and loss and annual report
  • Appointment and remuneration of directors and auditors
  • Report of directors and auditors
  • Declaration of rate of dividend
  • Other particulars presented by shareholders representing a minimum 5% of total votes
  • Other particulars

Special/Extraordinary Meeting

All the general meetings other than preliminary and annual general meeting of the company are called special annual general meeting. If any important matter arise and it needs to be discussed sooner and it cannot wait until the annual general meeting then this meeting is held. It is also called special circumstances and is held when special and urgent decisions have to be made. The shareholder must be pre-noticed about the place, time, date and agenda about the meeting in advance of 15 days of conducting a meeting.  According to the Company Act 2053, this meeting may be called by board of directors, shareholders, 

The following matter is discussed in the special general meeting:

  • Alteration in the Memorandum and the Articles of association
  • Change in the name or main objective of the company
  • Increase in authorized capital
  • Reduction of share capital
  • Issue of bonus shares
  • Conversion of a private limited company into a public limited company

The special general meeting is conducted by the following authorities:

  1. By board of directors:

In the case of emergency, if the board of director feels necessary to call special general meeting then it is held. The board of directors held this meeting in an urgent matter. However, it cannot be conducted before the preliminary general meeting.

  1. By auditors:

In auditing the account there can be need of shareholder's idea and so auditor calls this meeting with a reasonable cause. The auditors request the board of directors to call the meeting and if the board of director fails to call then the auditor can request to the office of Company Registrar for the same. In such situation, the office of Company Registrar calls the special general meeting.

  1. By shareholders:

The shareholders with 10% paid-up capital or at least 25% of total shareholders demand to call this meeting with reasonable cause then they can call the meeting. They request to the board of director and submit an application to call the meeting. If the board of director is unable to call this meeting then the shareholders can complain to Company Registrar with reasonable reasons. Then the Office of Company Registrar will call the special general meeting.

  1. By Office of Company Registrar:

If the office of Company Registrar finds any reasonable cause then it can call the special general meeting through inspecting the company.

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