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DEPARTMENT OF TECHNICAL EDUCATION

ANDHRA PRADESH
Name : N. Ramachandra Reddy
Designation : Head of CCP
Branch : DCCP
Institute : G.P.W; Warangal
Year/Semester : DCCP I YEAR
Subject Code : 104
Topic : Raising the Capital for Joint Stock
Company
Duration : 50 Mts
Sub Topic : Meetings
Teaching Aids : PPT, Pictures, Animations

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Objectives

On completion of this period, the student will be

able know

 Different types of Shareholders Meetings

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Recap

 The actual management of the company is carried on by


the Board of Directors
 The collective will of the company is expressed at the
respective meetings of shareholders or directors
 If the meeting is called for shareholders, it is called
General Meeting and if the meeting is convened for
directors, then it is known as Board Meeting
 There are three types of shareholders meetings

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Types of shareholders meetings

Statutory meeting:
 According to section165 of the companies Act, a Public
Limited Company has to hold statutory meeting as a
legal obligation and adopt statutory report, within a
specified period
 The first meeting of shareholders of a Public Limited
Company is called Statutory Meeting
 It is held only once in the lifetime of a company.
 A Private Company is not required to hold this meeting

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Meaning:
 Statutory Meeting is a general meeting to discuss
matters relating to incorporation, allotment of
shares, Preliminary contracts of the company etc.

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Statutory Meeting Requirements:
1. Time of holding:
 This meeting must be held after one month and
within six months from date of receipt of certificate of
commencement of business.

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Notice:
 A copy of the notice should be sent to each shareholder
at least 21 days in advance of the meeting
 This report should be signed by at least two directors
including the Managing Director, if any
 It should be certified by the auditors of the company
 It is to be adopted at the meeting

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Statutory report

 To provide information to the members about the


formation, progress and prospects of the company.
 It gives details about allotment of shares, preliminary
expenses, underwriting etc.

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Contents of Statutory Report :

1. Total cash received by issue of shares.


2. Allotment of shares for consideration other than cash.
3. Total cash receipts and payments on the day prior to 7
days of the date of report.
4. Preliminary expenses.
5. Names and other particulars of Directors, Managing
Directors, Secretary, Auditors, Bankers etc.
6. Particulars of contracts entered into by the
company.

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Filing with the Registrar :

 A copy of this report should be filed with the Registrar of


Joint Stock Companies

List of shareholders :

 A list of shareholders of the company should be kept


ready for reference at the meeting

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Participation by Members :
 Members can discuss all the matters relating to
incorporation, contracts of company, share allotment,
financial dealings etc

 Resolutions:

 Resolutions can be passed at the meeting only if prior


notice of such resolutions is given by the members

Minutes :

 The proceedings of the meeting should be


recorded in the Minutes Book
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Default in holding the meeting :

A) If the meeting is not held as per section 165 of the


Act, then the court, may direct the convening of the
meeting.

B) Defaulting company and its officers are liable for a


fine up to Rs.500.

C) On petition, by members, the court may order


compulsory liquidation of the company.

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Annual General Meeting :

 According to section 166 of Indian companies Act, every


company must hold a meeting of shareholders in each
calendar year
 Such a meeting is called Annual General Meeting

 The main purpose of is to enable the shareholders to


know the progress and prospects of the company

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 The first Annual General Meeting of company must
be held within 18 months from the date of
incorporation of the company

 The interval between two Annual General Meetings


should not be more than 15 months

 This meeting should be held on a working day,


during business hours, at the Registered office of
the company or at some other place within the city
in which the registered office is located

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 Not less than 21 days notice in writing must be
served on each shareholder to call the meeting

 The balance sheet, profit and loss account, auditors


report copies should be sent to shareholders 21 days
before this meeting

 At least 5 members must be present in case of


public limited company and two in case of private
company to form the quorum

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The business conducted at the Annual General Meeting
is

1. Routine business :

a) Approval of Annual Report.


b) Adoption of Directors Report and auditors
report.
c) Declaration of dividend
d) Appointment of auditors and fixing their
remuneration.
e) Appointment of directors in place of retiring
directors.

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2. Special Business :

 Future plans of the company


 Change the Memorandum of Association
 Change the Articles of Association etc
If a company fails to hold this meeting
 The company and every officer in default is
punishable with a fine up to Rs.500 and up to
Rs.250 for every day of continuous default.
 The proceedings of this meeting should be
recorded as minutes

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Copies of all resolutions should be sent to the Registrar
within 30 days of this meeting.

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Summary

 The first meeting of shareholders of a public limited


company is known as Statutory Meeting, which is held
only once in the life time of a company
 This meeting is held to discuss matters relating to
incorporation, allotment of shares, preliminary contracts
of a company etc
 Every company must hold Annual General Meeting of
shareholders in each calendar year
 This meeting is held to enable shareholders to know the
progress and prospects of the company

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Quiz

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1.The first meeting of shareholders
is

A. Annual General Meeting

B. Board Meeting

C. Extra-ordinary General
Meeting

D. Statutory meeting

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2. The interval between two Annual General
Meetings should not be more than

A. 24 months

B. 10 months

C. 51 months

D. 15 months

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Frequently asked questions
1. List out the different kinds of meetings held by a Joint
Stock Company.
2. Name the first meeting of the shareholders of the
public limited company.
3. Explain the objects of holding Annual General
Meeting.
4. State the items which the Annual General Meeting
consider.

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5. Explain

A. Statutory Report.

B. Annual General Meeting.

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Assignment

1. List out the different kinds of shareholders meetings of


a joint stock company.

2. How many times a statutory meeting will be held in the


life time of a public limited company.

3. What is a statutory Meeting? Give its importance.

4. State the time gap between two Annual General


Meetings.

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5. When the first Annual General Meeting is
held.

6. Write short notes on:

A. Annual General Meeting.

B. Statutory Meeting.

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