Meetings - Frequently Asked Questions

1. What is E.G.M.?
Regulation 47 of 'Table A' defines: "All general meetings other than annual general meetings shall be called extraordinary general meetings." These meetings may be convened by the company at any time. The business transacted at an extraordinary general meeting comprises anything which cannot be postponed till the next Annual General Meeting.

2. State different kinds of companies meeting.
(1) Board Meetings
(2) General Meetings.
      (a) Statutory meeting,
      (b) Annual general meetings, and
      (c) Extraordinary general meetings.

3. What is motion?
Formal motions constitute the legitimate means of interruption of debate. They are moved for the purpose of preventing or delaying or speeding up the discussion on a motion. Such motions are also known as Dilatory Motions or Procedural Motions.

4. What is resolution?
A 'Proposed Resolution' or 'motion' when passed by requisite majority of votes by the shareholders becomes a company resolution. Thus, a resolution may be defined as the formal decision of a meeting on any proposal before it.

5. What is statutory meeting?
It is the first official general meeting of the shareholders. All public companies having share capital except unlimited companies are required to hold a statutory meeting compulsorily. Statutory meeting must be held after one month but before six months of obtaining the 'certificate to commence business'. This meeting is held once in the lifetime of a company.

6. Mention 4 statutory books.
(1) Register of Investments made by the company but not held in its own name.
(2) Register of Charges
(3) Register of Members
(4) Index of Members, if the company has more than 50 members, unless the Register of Members is in such a form as will in itself constitute an Index.
(5) Register and Index of Debentureholders
(6) Register of Foreign Members and Debentureholders, if any.
(7) Minutes Books
(8) Books of Account
(9) Register of Contracts with companies and firms in which the directors of the company are interested.
(10) Register of directors, managing director(s), manager and secretary
(11) Register of the Shareholdings of the directors
(12) Register of Inter-corporate Investments, Loans and Guarantees.

7. What is interim dividends?
A dividend declared in between two Annual General Meetings of the company by the directors in known as 'interim dividend'. Interim dividend should be declared only when the company has made substantial profits during a portion of the year and there exists good future prospects in the remainder of the year.

8. What is quorum?
The term 'quorum' means the specified minimum number of qualified persons whose presence is necessary for transacting legally binding business at the meeting. The quorum for the Board meeting shall be one-third of its total strength, or two directors whichever is higher and the quorum for the General meeting shall be two members personally present in case of private company, and five members personally present in the case of public company unless the articles provide for a larger number.

9. What is agenda?
The term 'Agenda' literally means things to be done. In the present context it is a statement of the business to be transacted at a meeting. It also sets out the order in which the business is to be dealt with. The agenda helps systematic transaction of business at the meeting without omission of any item of importance.

10. What do you mean by minutes?
Minutes are a gist of the proceedings of a meeting. The term 'minutes' means a concise and accurate official record of the business transacted at the company meetings. They constitute the summary of the proceedings of a meeting. It normally includes only the resolutions actually passed.

11. What do you mean by casting vote?
The word 'vote' means an expression of a wish or opinion in an authorised formal way for or against a proposal. After a 'proposed resolution' or a 'motion' has been discussed in the meeting by the members it is put to vote for ascertaining the sense of the house. Every holder of "equity shares with voting rights" has the right to vote on every resolution placed before the company at a general meeting.

12. What is meant by proxy?
A proxy is a member's authorised agent for the purpose of voting. The term is also applied to the instrument by which the appointment to act on his behalf is made by the member. Unless the articles otherwise provide, a proxy shall not be allowed to vote except on a poll.

13. When is the statutory meeting held?
Statutory meeting must be held after one month but before six months of obtaining the 'certificate to commence business'. This meeting is held once in the lifetime of a company.

14. When does the Board call E.G.M.?
(1) The directors, may, whenever they think fit, convene an extraordinary general meeting by passing a resolution to that effect in the Board's meeting.
(2) The directors must convene an extraordinary general meeting on the requisition (written demand) of members holding not less than one-tenth of the total voting rights on the matter of requisition.
(3) On the application of the Company Law Board.

15. Explain types of resolutions.
(1) Ordinary resolution: This is a resolution passed by simple majority of votes of members present in person or by proxy.
(2) Special resolution: This is a resolution passed by a majority of at least 75 per cent of votes of members present in person or by proxy.

16. Mention methods of voting.
(1) Voting by show of hands, and
(2) Voting by poll.

17. What is statutory report?
It is a report prepared by directors to help members to acquaint themselves with the assets and properties of the company and to discuss the success of floatation. It must be sent to every member at least 21 days before the day on which the Statutory meeting is to be held.

18. What is A.G.M.?
Every company must in each year hold in addition to any other meetings a general meeting as its annual general meeting. It is the most important meeting of the members of a company. It is held each year with a view to reviewing and evaluating the overall progress of the company during a year.

19. What is chairman's speech?
Before proceeding to regular business at the annual general meeting, the chairman usually makes a brief prefactory speech. In his address, the chairman makes expression of condolence or congratulations and points out the repercussions of various economic and political problems on the company's working. He also comments on the Directors' Report and explains the future development schemes of the company.

20. What is class meeting?
A meeting of a particular class of shareholders is called "class meetings." They are convened either by the company or by the court to affect variations in the rights of that particular class of shareholders or in connection with a scheme of arrangement or at the time of winding up of the company.

21. What is special proxies?

22. What is general proxies?

23. What is report of company meeting?
A report is the general account of all the matters discussed at the meeting and is much more detailed. Besides embodying all the facts of the 'Minutes' it contains the names of the proposers and the seconders, remarks of speakers both for and against each motion, the manner of voting on the motions, etc. They have no legal sanctity.