The Rights of the Deceased: Moral Rights Incidental to Copyright Law
- Vanshika Agrawal
- 2024-04-25
Contents hide
1.5 Extraordinary General Meeting
Shareholder’s meetings contribute to the effective monitoring of management decisions Encouraging and facilitating shareholder engagement with the company. To understand these meetings, they can be classified into 4 different types of meetings. The Statutory and Annual General meetings are important as well as compulsory meetings, whereas the Extra Ordinary and Class meetings are under extraordinary and special circumstances. These meetings are especially for the Shareholders to understand or to review the company they are holding their investment and shares of. It is under Legal observation that these meetings are as per the norms and laws directed by the government. These meetings also stand as a right to the shareholders. The legal aspects of these meetings is studied and the governance of such meetings is observe by the authorities.
The word “meeting” is not define anywhere in the Companies Act. Ordinarily, Meetings is association or gathering of several numbers of people for discussing on corporate matters. A company meeting may be define as a concurrence or coming together of at least a quorum of members in order to transact either ordinary or special business of the company. Decision making requires majority of votes. The directors and also members discuss on various matters. According to companies Act, meetings are important provision. Act has many provisions for meeting. Meeting should at least have two persons. One person can not constitute meeting. There are meetings in a company by various prospect, the meetings for the Directors, the meeting for the Creditors and the meeting for the shareholders. Some of the important aspects of legal and governance of ‘Share Holders Meeting” has pointed below
Every public company that is a limited company and has a share capital , within a period not less than a month or more than three months after the date at which it is entitle to commence business, hold a general meeting of the members of the company. This is the most important meeting as it is meet only once in the lifetime of the Company. This meeting is, the statutory meeting.
It is first AGM or “statutory meeting”. It was a compulsory provision until 2013 amendment of company law. Now it is on discretion of the company to hold this meeting. It was to conduct 1-6 months prior to the establishment of the company, If no meeting in 6 months after being certify, the Government will ask to wind up the company. The 2013 amendment had changed this course of action and there is no provision for statutory meeting under the Companies Act, 2013.
Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting. The Annual General Meeting (AGM) has to conduct once every year. There should not be a gap of more than fifteen months between two AGM. Notice of AGM can be either in writing or also in electronic form. The meeting has to be pre notified which has to be generally not less than 21 days before the scheduled day. In some cases the meeting can called on a short notice. The object of holding this meeting is to review the progress and prospects of the company and elect its office-bearers for the coming year. Subsequent annual general meeting must held by the company each year within six months of the closing of the financial year.
The governance of this meeting is by the Board of Directors. The Board of Directors has to call Annual General Meeting giving 21 days notice to all the members entitled to attend the meeting. However, such a meeting may called with shorter notice, if it is agree by all the members to vote in the meeting.
Certified copies of Profit and Loss Account and Balance Sheet, Directors’ Report, and Auditor’s Report should also forwarded to the members. There may arise sometimes situations where the directors of the company are not able to hold the annual general meeting though the time has elapsed. No liability on part of directors arises in such cases as laid down. In case a company fails to hold an AGM within the fix time or extension obtain by it, the court may itself or on a request made by any director or member order an AGM to conduct as per its directions.
If the company further defaults in holding a meeting in accordance with the directions of the court, the company and every officer of the company who commit the default shall be punishable with a fine of up to Rs 1 lakh. In case of continuing default, a fine of Rs 5,000 per day is levied for each day during which the default continues.
Any meeting apart from Statutory and AGM is Extraordinary General Meeting (EGM). An EGM is for some special business which cannot be transact at AGM. It is also to transact some urgent business. This meeting may called only by the Board of Directors or at the demand of Share Holders. The matters discussed in the meeting are special in nature other than mere discussion on dividends, auditors etc.
The matter of urgent importance for instance can unforeseen costs incurred or change in association of the company. The matters are the ones that are not discuss in statutory or general meetings. The meeting can called within 3 months of issuing a notice if the board fails to do so within 45 days. The requisitionists are permit to go to tribunals if they have deny the permission to hold EOGM require that they apply for it first themselves then courts permission will be required to conduct this meeting.
Class meetings are those meetings, which are held by the shareholders of a particular class of shares e.g. Equity Shareholder or debenture holders. There are 8 different classes of shareholders and when special circumstances arise and only a particular group of classes’ rights is proposed to alter, such a meeting is called to discuss the same. There will be situations where changes made in the companies’ prospect may not affect other shareholders in such cases this class meeting is called upon. Special Resolution has to be passed for the same. In case of such a class meeting, the holders of other classes of shares have no right to attend and vote.
Shareholder is an important part of the company and a company is an enormous institution where every matter has to be decided by the members using careful thought and carefulness. The law therefore specifies various provisions for meetings to be held so that decisions are taken place after watchful consideration. These provisions ensure smooth functioning of the companies and facilitate their effective working. The thought of binging in the importance of shareholder has been continued even after new updates in the Company Law. These meetings are there being monitored and governed within the aspects of law.
Drop your comment