MEETINGS

Meetings of Shareholders

Statutory Meeting
Who holds this:
Public Company
Limited by Shares
Limited by Guarantee having share capital
Who Need not hold this:
A Private Company
Limited by Guarantee not having Share Capital
When to hold it:
A period not less than 1 month nor more than 6 months from the
date of commencement of business.
Held once in a lifetime

Statutory Report
BOD sends to the members before 21days of
meeting.
Contents of the Report:

Total Shares Allotted

Total Cash Received
Abstract of receipts and payments
Directors and Auditors
Contracts
Underwriting
Arrears on calls
Commission and Brokerage

 Certification of the Report

Certified as correct by a Min. of 2
directors.
One of the directors to be the MD
By the Auditors in case of first 3
contents.

A copy should be sent to the registrar

after it has been sent to the members

Object of the meeting

To put the members in possession of all imp
facts relating to the co.
what shares have been taken, what money received,
how much money spent on preliminary expenses etc.

To provide members an opportunity to discuss

about management, methods & prospects of
the company
To approve any modifications

Annual General Meeting

To be held every year
First AGM within 18 months of
incorporation.
A company Incorporated on 1st October
2000 may hold its first AGM by 1st April
2002.

Interval of not more than 15 months

between two consecutive AGMs
21 days notice in writing.

Time and Place of the Meeting

During business hours
Not on public holiday
At registered office
Or within the city.
Could be specified in AOA or can be
decided in any annual general
meeting by passing resolution.

AGM is a Statutory Requirement

To be held even in the year of no

business.

Can be cancelled/ postponed in case of

proper reasons

Accounts are not ready is no excuse & is

regarded as an offence.

In such cases, discuss all the business

except accounts. Hold an adjourned
meeting later.

Importance of AGM
Shareholders can discuss the
affairs of the company.
Review the working of the
company.
Appointment of Auditors.
Annual a/c are presented.
Dividends are declared.

Extraordinary Meeting
Any meeting other than AGM
and SM is called EGM.

Called for transacting urgent or

special business activities

Extraordinary Meeting
These may be convened by:
(i) The Board of Directors

On its own

On the requisition of the members

(ii) By Requisitionists themselves

21 days

45 Days

3 Months

Requisites of a Valid Meeting

Proper Authority:
BOD should pass a resolution to call the
general meeting
Members
Notice of meeting
21 days notice to every member, auditors
of the co., persons on whom shares of any
deceased members may have devolved

Requisites of a Valid Meeting

Omission to give notice even to single
member may invalidate the meeting
Contents Place of the Meeting
Day of the Meeting
Time of the Meeting
Type of Business: Ordinary or Special

Business to be transacted at the

Meeting

Ordinary business
Special Business

Proper Quorum

(i) Usually fixed in AOA or

(ii) 5 members in case of public co., 2 in case of
any other co.
(iii) If within an hour a member is not present
the meeting shall be dissolved if called by
requisition
(iv) To be held on the same day, place & time in
next week
(v) If quorum is not present even in adjourned
meeting present member will constitute the
quorum.

 Exceptions One person may constitute a meeting:

(i) If all the shares of a class are held by 1
member only, he can pass a resolution by
signing it
(ii) where co. law board orders, calls or
directs the calling of meeting, it may
direct that one person present shall be
deemed to constitute the meeting
(iii) If a member is not present within hour
in the adjourned meeting, even a single
one present may constitute the meeting

Chairman of the meeting

The members present can elect one of

themselves to be the chairman on show of
hands or by a poll
Duties :(i) Act in the interest of the co.
(ii) Ensure that meeting is properly convened
(iii) Proper notice circulated
(iv) Provisions of the Articles are observed
(v) All transactions are within the scope of the
meeting
(vi) Take care of rights of minority are not
ignored

 Minutes of meetings
1.
2.
3.
4.
5.
6.
7.
8.

minutes within 30 days after the

meeting.
minutes book
numbering if the pages
signing of minutes by chairman
fair & correct summary
irrelevant issues to be excluded
minutes book to be kept at the registered
office of the co.
open for 2 hours each day during
business
hours for inspection

Limited Liability Partnership

LLP Act, 2008 passed by Lok Sabha on 12th of December 2008

and the President gave assent to the Bill on 7th January 2009.

Hybrid of companies & Partnerships

Benefit of Limited Liability of Company and flexibility of Partnership.

Separate Legal Entity

Continue its existence irrespective of Changes in partners

LLP itself can enter into contracts and hold properties

Partners Liability limited to the agreed contribution

Limited Liability Partnership

Partnership

LLP

Company

Governing Law

Partnership Act
1932

LLP Act 2008 and

rules made there
under

Companies Act
1956

Registration

Optional

Compulsory

Compulsory

Registered Office

Anywhere

Anywhere just by
informing ROC

Specified State

Creation

Contract

Law

Law

Distinct Entity

Separate Legal
Entity

Separate Legal
Entity under LLP
Act 2008

Separate Under
Companies Act
1956

Choice of Name

As per choice

Should contain LLP

or Limited Liability
Partnership as
suffix

Limited in case of
public or Pvt. Ltd.
In case of private
company, subject to
availability.

Limited Liability Partnership

Partnership
Cost of Formation Nominal cost

LLP

Company

Lesser cost than

company. Statutory
fee ranges from Rs.
500/- to Rs. 5000/-

Min. Cost in case of

Private Company is
Rs. 6000/- approx.
And Public
company is Rs.
21000/- approx.

Perpetual
Succession

Depends on the will Partners may come Members may

of the partners
and go
come and go

Statutory
Meetings

No provision to hold No provision

meetings
regarding meetings

Meetings are to be
conducted as per
legal requirements

Annual Filing

No statement to be
filed with the
registrar

Annual statements
to be filed every
year

Annual statements
and Solvency (eform 8) to be filed
every year

Limited Liability Partnership

Partnership

LLP

Company

Audit of
Accounts

Only tax audit is

required as per
the income tax act

All LLPs except

those having a
turnover of less
than Rs. 40 lakh
or a contribution of
less than Rs. 25
Lakh are required
to get the
accounts audited

Annual audit is
compulsory as per
the company Law
1956

Share Transfer

Not transferable

Governed by LLP
agreement

Easily transferable

Dissolution

Agreement,
Consent,
Insolvency,
Contingencies

Voluntary or order
by National
Company Law
Tribunal

Voluntary or order
by National
Company Law
Tribunal

Limited Liability Partnership

Partnership

LLP

Company

Admission as a
partner/ member

Under partnership
agreement

As per LLP
agreement

Buying the shares

of the Company

Cessation as a
partner/ member

Resignation/
death, as per the
agreement

As per the
By simple selling
agreement or in
of shares
the absence of the
same by giving 30
day notice

Foreign
Nationals

Cannot be
partners

Can be partners

Can be
shareholders