What are the types of company meeting? Explain its types and procedures. |
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| Ans : Company meeting broadly classified into two as shareholders meetings and board of directors meeting. The major decision of the company are taken in general meeting of shareholders whereas general decision taken in meeting board meeting.
A. Shareholders meeting
Ans:- Shareholders are the owner of the company and the major decisions of the company are taken at the meeting of shareholders. According to section 67 of company act 2063, shareholders meeting are classified into three categories:
(a) Preliminary / first general meeting:- It is the first meeting of shareholders of public limited company. According to company act 2063, this meeting must hold within one year after getting certificate of commencement. A Notice of meeting must be given to each shareholder before 21 days of meeting mentioning venue, date and time of meeting and agendas of discussion. According to company act, along with notice, a report containing the following particulars duly signed by at least one director must be sent to each other shareholder.
i) Total number of share allotted
ii) Number of fully paid-up and unpaid shares out of the allotted shares
iii) Particulars of directors, managing directors, auditor’s executive chief and manager of the company and amount of remuneration, allowance and facility paid to them.
iv) The total proceeds of the sales of shares and particulars of the new shares and debentures issued and raised by the company in the financial year concerned.
v) The amount due and payable by the directors or substantial shareholder or his close relative to the company.
(b) Annual General Meeting:- Annual General meeting is the general assembly of shareholders at the end of every fiscal year. According to section 76 (1) of company act, a public limited company must hold meeting within 6 month after the in every fiscal year. For the management of meeting, a notice must be given to each shareholders mentioning venue, date and time of meeting along with agenda of discussion in advance at least of 21 days. The notice is published in National newspaper. The meeting of public company must not be conducted unless 7 shareholder representing 67% of the total number of shares of the company are presented there in either in person or by proxy.
The resolution of annual General meeting for discussion and decision may be of the following:-
i) Audited report of financial statement
ii) Election of members of board of directors
iii) Declaration of dividend to shareholders
iv) Appointment of auditor, secretary, legal advisor etc. and their remuneration
v) Remuneration of managing director
vi) Other resolution presented by shareholders representing at least 5% of total shares capital
(c) Extra ordinary (special)/ General meeting:- It is the special type of General meeting of shareholders. This meeting of shareholders is held when any special decision is to be taken. According to section 82 of the company act 2063, board of directors, auditors, shareholders and concerned office of government make call it.
i) By board of directors:- The board of director of a public limited company may call an extra ordinary General meeting if they feel necessary through special resolution.
ii) By the auditor:- While auditing the book of account of public company, if he deems it necessary to convince an extra ordinary General meeting for any reason, he may request the board of director to do so.
iii) By shareholders:- The shareholders holding at least 10% of the total paid up capital of the company or at least 25% of the total number of shareholders, keep submit an application to the registrar office for convening such meeting explaining the reason the board of directors more conveyance and extraordinary General meeting.
iv) By office of the company registrar:- In case, it is deemed necessary to convey an extra ordinary General meeting as a result of inspection or investigation or other resources, the office may itself convent such meeting or directors of board of director to do so. The following may be the special resolution:-
– Increase the authorized capital
– Reduce the share capital
– Conversion of company (from private to a public company or from a public to private company)
– The merge of one company into another
– Issue of bonus shares
– Change the name of the main objective of the company
B. Board of Directors Meeting
Ans:- Boards of director are the representatives of the shareholders and responsible for management of the company. The members of board of director are responsible for holding meeting for the evaluation of performance and achievement of the goal. Section 97 of company act 2063 has made provision of meeting of the board of directors.
Meeting of board of director of a public limited company should hold at least six times a year and Private limited companies should be held as provided for the articles. The director must personally present in the meeting of the board of director of a public limited company. Their attendance by proxy is not recognized. No meeting of the board of director will be held unless it is attended by at least 51 percentage of the total number of directors who are entitled to attend and vote in a meeting. The decision of majority in the meeting of the board of director is binding and in the event of neutral, the chairman may exercise his decision vote. No decision will be regarded as invalid merely because any member has not signed it.
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