Here you will study all these in detail:-
- Definition of statutory meeting
- Legal provision relating to statutory meeting
- Duties of secretary regarding statutory meeting
- Annual General Meeting
- Statutory Provisions regarding Annual General Meeting
- Duties of Secretary in relation to Annual General Meeting Annual General Meeting of the Company.
The first meeting of the members of the company convened during the life time of the company, which is convened after one month and within six months from the date of receipt of the certificate of commencement of business of the company, is called the Legislative Assembly of the company. This meeting is convened only once in the life of the company. It is mandatory to convene this meeting by law, hence it is called Legislative Assembly.
According to Section 165 (1) of the Companies Act 1956, every public company limited by shares and every company limited by guarantee (having share capital) shall, at least one month after the date on which the right to commence business And within a maximum of 6 months, a meeting of the members of the company has to be called, which is called the Legislative Assembly.
Thus it can be said that the members of the Legislative Assembly of the public company? This is the meeting of the company which is convened after 1 month and within 6 months of the receipt of the certificate of commencement of business by the company]
The following are the legal provisions in relation to the Legislative Assembly:-
1 Liability to convene a Legislative Assembly:- Every public company limited by shares and limited by guarantee, having share capital, is required to convene a Legislative Assembly. Section 165 (1)
2 Legislative Assembly Time of calling:- The above type of company is required to convene a legislative assembly within 1 month and within 6 months after receiving the certificate of commencement of business. Section 165 (1)
3 Companies exempted from the liability of statutory assembly :- It is not necessary to convene statutory assembly for the following companies:
- Independent private companies
- Companies with unlimited liability
- Companies limited by guarantee in which share capital Don’t be
- A subsidiary of a public company, a private company.
- Public companies deemed to be under section 43A If a private company is deemed to be a public company under section 43A within 6 months of its amalgamation, it is necessary to convene a statutory meeting.
4 Notice of the House :- The notice of the meeting should be given clearly 21 days in advance, in these days the day of receipt of the notice and the day of the meeting are not included. The meeting can be convened with a notice of less than this period only when the members having rights over 95 percent of the paid-up capital give their approval for this. It should be mentioned in this notice that this is a legislative assembly. [ Section 165 ( 2 ) ]
5 To certify the statutory report by the operators:- The statutory report is sent to the members along with the notice of the legislative assembly, it should be authenticated. There are following arrangements regarding certification:
- Must be certified by at least two directors, of which one should be a managing director.
- If the managing director is not there, then certification by two directors is sufficient. [Section 165 (4) ]
6 Getting certified by the auditors :- Thereafter the auditors certify the following particulars of that report.
- Details of allotment of shares,
- Money received on shares
- Receipts and payments of the company. [Section 165(4)]
7 Statutory report to be sent to the members with notice :- must reach the House statutory with notice. A certified copy of the report is also sent. This report was made at least 21 days in advance. [Section 165(2)]
8 Sending a copy of the Statutory Report to the Registrar :- Along with the members, a certified copy of the Statutory Report is required to be sent to the Registrar WTF . [Section 165 ( 5 ) ]
9 Sending the list of business to the members :- To be completed in the House The details of the programs held are sent to all the members along with the notice of the House. Which is known as the agenda. [Section 165 (4)]
10 Organizing the meeting :- The meeting is organized on the scheduled time and date. Statutory reports are presented in this assembly.
11 Adjournment of the Assembly: – The Legislative Assembly can be adjourned. All those resolutions can be passed in this meeting, for which necessary information has been given according to the provisions of the Companies Act, this assembly has all the powers that the parent assembly has. [Section 165 ( 8 ) ]
12 Penalty :- If error is made in compliance of section 185, then five thousand rupees will be imposed on the defaulting director and other officer of the company. may be fined up to Rs. [ Section 165 ( 9 ) ]
13 Application to the Court for winding up :- If a company does not convene the statutory meeting within the prescribed period or commits error in furnishing the statutory report, any member creditor or registrar shall within 14 days after the expiry of the prescribed period After that, he can submit an application to the court seeking the winding up of the company. [Section 433(b)]
The Legislative Assembly is called once in the lifetime of the company. This is an important meeting of the company. In relation to the Legislative Assembly, the Chav has to do many things. , These duties can be divided into three parts:-
(A) Duties of Pre-assembly :- It includes all those duties which he performs before convening the meeting. In this regard, the secretary has the following duties.
1.Calling meeting in fixed period:- The company secretary should keep in mind that the legislative meeting has been convened one month after the receipt of certificate of commencement of business and before 6 months.
2.Preparation of Statutory Report:- The Secretary should see that the Statutory Report has been prepared in accordance with the legislation. This report includes details of the number of shares allotted, received 2) amount, details of operators, initial contract, underwriting, brokerage and commission etc. WON THE
3.Certifying the Statutory Report: – The Statutory Report should be certified by the Company Secretary by at least two directors of the company, one of whom is the Managing Director. Statutory reports should also be certified by the auditors.
4.Sending suitable notice of the meeting:- All the members have been given notice of the meeting 21 days in advance, the secretary should see it. The following things should be mentioned in the notice of the meeting :-
- It shall be the Legislative Assembly of the company ,
- The place of the meeting ,
- Date ,
- Time ,
5.Reporting to Registrar:- The Secretary shall submit a copy of the certified statutory report to the Registrar of Companies.
6.Sending report to members:- The company secretary should also arrange to send a copy of the statutory report to every member of the company. This information should be sent to the address given in the register.
7.Publication of information: – The information of the Legislative Assembly should also be published in any regional newspaper.
8.Member, preparation of list:- The secretary prepares the list of members, in this list the details of the member’s name, address, occupation, number of shares held, etc.
9.Arrangement of the meeting place: – Arrangement for seating arrangement, arrangement of drinking water, seating arrangement for the Speaker, Secretary, Directors etc. should be made at the meeting place.
10.Laying of forms on the Speaker’s table:- Necessary forms such as notice of the meeting, business agenda, statutory report, list of members and other ‘proposals’ etc. should be placed on the Speaker’s table.
(B) Duties related to the procedure during the assembly: – During the legislative assembly, the secretary has to do the following.
- Getting Signatures:- The Company Secretary should make proper arrangements to get the signatures of all the members present during the meeting. The Secretary should see that all the members present have signed the register.
- Acting Number :- The Secretary finds out the number of members present through the attendance register and on the basis of this it sees whether the prescribed number of members have appeared or not. If the caretaker number is full then all the proceedings continue. If the caretaker is not complete, the Secretary informs the Chairman of the fact.
- Reading the notice :- After this the Speaker orders the Secretary to read the notice of the House. Normally this notice is not read by the Secretary but is deemed to have been read because a copy of the notice of the House has already been sent to all the members.
- Presentation of list of members:- The Secretary has to present the list of members as soon as the proceedings of the Legislative Assembly begin. In this list the name, address, occupation, number of shares held etc. are mentioned of the member.
- Requesting the Speaker to make a speech :- The Secretary requests the Speaker to give his speech. The Speaker asks the members whether the statutory report should be read in the House or taken as read.
- Assistance in conducting:- The Secretary should assist the Speaker during the proceedings of the House. The forms and information sought by the Chairman should be provided by the Secretary.
- Writing Notes:- The Secretary keeps on writing briefly the proceedings of the House. The secretary prepares the details of the meeting on the basis of these.
(C) Duties after the meeting JUST:-
- Write a note :- After the meeting is over, it is necessary for the secretary to write the minutes of the meeting within 30 days of the end of the meeting.
- Confirmation of the subtle by the Speaker:- The subtle written by the House should be signed by the Speaker of the House within 30 days from the date of the meeting. The subtle is confirmed by the Speaker of the House.
- Execution of decisions and proposals :- It is the duty of the secretary to ensure that the decisions and proposals taken in the assembly are implemented properly.
- Calling an adjourned meeting:- If the meeting is adjourned for any reason, the secretary should call the adjourned meeting in due course.
Meaning of Annual General Meeting :- According to the provisions of the Companies Act, 1956, every company has to convene a meeting of its members every year, which is called Annual General Meeting. The Annual General Meeting is such a meeting of the members which is convened once in a year.
Every company, in addition to other meetings, also calls a general meeting of the shareholders of the company, which is called annual general meeting. When this meeting is called, it is mentioned that this is the annual general meeting of the company. The business which is done every year in this assembly of members is called ordinary business.
The statutory provisions regarding the annual general meeting of the company are given in sections 166, 167 and 168 of the Companies Act 1956. The main statutory provisions are as follows:-
1. Difference between two meetings:- There should not be a gap of more than 15 months between any two general meetings of the company. [Section 166 (1)]
2. Extension of the term of the meeting:- If the Registrar is satisfied, he may extend the period of the meeting, on special reasons, for a maximum period of three months. . [Section 166 (1)]
3. Hours of the meeting :- The annual general meeting of the company should be convened during the business hours of the company. If the meeting is started during the working hours, the meeting can continue till the end of the working hours. . [Section 166(2)]
4.Day of the meeting :- The annual general meeting of the company should not be called on any public holiday. “Public holiday” means a day which has been declared as a public holiday under the Exchange Evidence Act, 1981. Under this Act, in addition to every Sunday and other public holidays, on the date of 30 June and 31 December of every year, public UP. HERO DPA is declared a holiday. [ Section 166 ( 2 ) ]
5.Place of meeting:- If for any reason the meeting is not possible in the registered office of every company, then such meeting shall be held at a suitable place in the same town, town or village in which this office of the company is situated. The meeting should be held. But the information of such place is required to be sent to the members. [Section 166(2)]
6. Exemption by the Central Government :- The Central Government may exempt the company from the above provisions with respect to the place and date of the meeting. . [Section 167 (2)]
7. Notice of the meeting :- The notice of the annual general meeting of the company shall contain
- The name of each member of the company.
- The place, date and time of the meeting.
- Business to be done in the House.
- Reports of the auditors.
- Reports of the Directors.
- What is the annual general meeting of the company?
- The successor of the deceased member.
- Notice of the dissolution of the insolvent member must be sent in writing 21 days in advance. (Section 171 (1) ]
8. Acting Number :- Acting Number According to the provisions of the Articles, the presence of 2 persons in the case of a private company and 5 in the case of a public company shall be deemed to be the Acting Number (Section 174)
9. Adjournment :- The Speaker of the Annual General Meeting can adjourn the House at any time if he thinks fit with the concurrence of the House. If the House is adjourned for more than 30 days, the notice of 21 days before the adjourned meeting should be sent again.
10. Central Government to convene a meeting:- If a company does not call an annual general meeting, then any member of the company can apply to the Central Government and demand the convening of the meeting. If the Central Government considers it necessary, the company’s meeting may be called. [(Section 167)]
11. Penalty :- If a company does not convene the annual general meeting or the meeting is not convened even after the order of the Central PR Government to convene such meeting, then the company and every guilty officer of the company may be fined up to Rs.50,000. 2500 for the remaining period except the first day if the defect continues. Fines can be imposed up to a day.
12. Business of the meeting: – In the annual general meeting, the following works are done :-
(A) Ordinary business :-
- Consideration and approval of the directors’ report.
- To declare dividend.
- Appointment of new directors.
- Appointment of auditors and fixation of remuneration.
- Consideration and approval of audited annual accounts and auditors’ reports.
(B) Special Functions :-
- Change in the Articles of Association of the Company.
- Increase in the authorized capital of the company
- Appointment of manager or managing director.
- Appointment of new directors.
- Change in councilor limit rule.
The annual general meeting of the company is held regularly every year, the following duties of the secretary in relation to this meeting are.
(A) Duties of the pre-assembly :- It includes all those duties which he performs before convening the meeting. In this regard, the secretary has the following duties:
- To get the annual accounts prepared :- The secretary should first get the annual accounts of the company prepared as soon as the financial year ends. The Secretary should note that the final accounts have to be presented before the Annual General Meeting within 6 months of the end of the financial year.
- Certification of accounts by the operators: – The secretary should get the final accounts (Profit Loss Account and Balance Sheet) certified by at least two operators. If the company has a managing director, then the signatures of the managing director and another director should be obtained for verification of these final accounts.
- Auditor’s report:- The secretary sends these accounts to the auditors for audit and receives the auditors’ report.
- Report of the Directors :- The Secretary should prepare the report of the Directors in consultation with the Directors. In this report, the progress of the company, problems, future plans, constraints, declaration of dividend by the operators, etc. should be mentioned.
- To convene a meeting of the Board of Directors:- The Secretary, on the advice of the Chairman of the Board of Directors, makes arrangements for convening the meeting of the Board of Directors. In this meeting, final accounts are considered and dividend is approved.
- Preparation of notices of the meeting:- The Secretary prepares the notices of the Annual General Meeting. In this information, along with the general functions of the company, he can also mention the special functions.
- Printing of annual accounts and other forms:- The secretary should make arrangements for the printing of annual reports etc.
- Sending notice of the meeting :- The company secretary sends the notice of the annual general meeting to all the persons authorized to attend and vote, this information should reach the members 21 days before. Along with the notice of the meeting, the auditor’s report, agenda, final accounts etc. documents should also be sent to the members.
- To get the notice of the meeting published:- The secretary arranges to publish the information of the organization of the annual general meeting in the newspapers. Secretary this information also. Provides that the register of the members of the company shall be closed for such period.
- Speaker’s speech:- The speech to be read by the Speaker in the annual general meeting is prepared in advance by the secretary. If a member asks a question, the Secretary gives the relevant information to the Speaker so that he can give the correct answer.
- Preparation of necessary forms: – The Secretary gets the necessary forms prepared like dividend, capital, dividend warrant etc. and completes the member register.
- Declaration of Dividend :- The Chairman proposes that the percentage of dividend recommended by the Directors be accepted. Normally this offer is accepted. Sometimes a member makes suggestions or asks any questions in this regard, then on the orders of the Speaker, the Secretary answers those questions and finally the motion is accepted.
- Receiving Male Form:- If a member does not wish to be present in the meeting, he can appoint a male form. If a member appoints a counter party. So the secretary makes arrangements to get the men’s form before the annual general meeting. The male form form has to be submitted at least 48 hours before the commencement of the meeting in the office of the company.
- Scrutiny of Plagiarism Forms: – The Company Secretary arranges for the verification of the Plagiarism Form after the prescribed time, it is seen that the proper ticket is there, the signature of the member matches with the signature of the specimen, the member is an amalgamated organization. So whether his universal currency is marked on the male form form or not, etc.
- Appointment and remuneration of auditors :- In the annual general meeting of the company, the auditor is appointed for the next year and the remuneration is fixed. Often appointed auditors are re-appointed. The Secretary should see that the statutory requirements regarding the appointment of auditors have been complied with.
- Arrangement of counting of votes :- It is the duty of the Secretary on the demand of counting of votes on any motion. that he should have already arranged it.
- Arrangement of the meeting place :- Before the meeting, the secretary makes proper arrangements for the meeting place. Makes appropriate arrangements for the Chairperson’s seat and the sitting of the members. It should also be seen that necessary facilities are also available at the meeting place.
- Keeping the relevant forms ready:- The information and forms that may be required during the annual general meeting, the secretary makes a list of them and keeps them safe. So that it can be made available to the Chairman or other persons when required.
(B) Duties related to the procedure during the meeting: – During the annual general meeting, the secretary has to do the following –
- Collection of Admit Cards:- Only authorized persons can participate in the annual general meeting of the company, for this the Secretary should issue admit cards for each authorized person. The admit cards should be taken back from the members at the time of entering the venue of the meeting. Therefore, for this work, the secretary should appoint an employee at the entrance. After receiving the admit card, the secretary can also get the attendance of the members by rotating the attendance register.
- Scrutiny of Admit Cards:- The Secretary checks the admit cards to see that the right person has been able to enter the meeting place. If male form has been appointed, then whether the male form signature matches with the signatures given in the male form.
- To find out the caretaker number:- The secretary should see whether the necessary caretaker number is present for the proceedings of the House or not. If the members are not present in the Acting number, the Secretary informs about this to the Speaker of the House. In the absence of the caretaker number, the further proceedings of the House cannot be conducted.
- Reading the Notice of the House:- After the completion of the required working number, the proceedings of the House are started. First of all the Secretary reads the notice of the House. The agenda of business is also mentioned in the notice of the meeting.
- Reading the report of the operators :- The secretary reads the report of the operators with the permission of the chairman. It is generally taken to be read.
- Reading the report of the auditors:- In the absence of the auditor, on the orders of the Speaker, the Secretary reads his report in the House. It is generally considered to be read.
- Speaker’s speech:- Speaker’s speech in the annual general meeting is prepared in advance by the secretary. If a member asks a question, the Secretary gives the relevant information to the Speaker so that he can give a proper answer.
- Providing necessary forms:- If any type of form, file, information memorandum, article, etc. is required during the meeting, the secretary makes it available. and
- Appointment and remuneration of auditors: – In the annual general meeting, auditors are appointed for the next year and remuneration is fixed. It is his duty to see that all the statutory requirements regarding the appointment of auditors have been complied with.
- Arrangement of Voting:- On the demand of voting on any motion, the Secretary assists the Speaker in arranging voting and makes arrangements for counting of votes etc. proper
- Motion of Thanks and Declaration of End of the House :- The Secretary places a motion of thanks to the Speaker and the Directors, which is approved and passed. The Speaker answers it and announces the end of the meeting.
- Writing notes of the proceedings of the House:- The Secretary keeps on writing short notes on important matters during the proceedings of the House. On the basis of these comments, he prepares the subtle.
(C) Duties after the meeting: – After the end of the meeting, the secretary has to do the following important tasks:-
- Subtle writing:- After the end of the meeting, the secretary should write a subtle note in the micro book on the basis of the comments taken in the meeting. It should also be noted that no extra paper can be pasted or attached to the register.
- Confirmation of Subtleties:- After writing subtle, the secretary gets the approval from the chairman. If the Speaker calls for an amendment, the Secretary is required to make that amendment.
- Notice of appointment of directors and auditors:- The secretary should inform the elected directors and appointed or re-appointed auditors in the assembly about their appointment. This notice should be given to the auditors within seven days of the conclusion of the meeting.
- Sending copies of the passed resolutions to the Registrar:- The Secretary sends the copies of the resolutions passed in the Annual General Meeting to the Registrar of companies within 30 days from the date of the meeting of the Company.
- Arranging for distribution of dividend:- It is the duty of the Secretary to make arrangements for distribution of dividend to the members within 30 days from the date of the meeting.
- Implementation of the passed resolutions:- It is the duty of the secretary to implement the resolutions passed in the assembly in proper time and in a proper manner.
- Sending Annual Accounts and Statements :- Within 60 days of the Annual General Meeting, it is necessary to send the annual accounts and annual statements of the company in triplicate to the Registrar. The Secretary gets the Annual Account Statement filed in the Registrar’s Office after the meeting is over.