Company meeting : preliminary general meeting, annual general meeting, extraordinary general meeting

Company meeting
Company is an artificial legal person. It is not capable to think or decide any important matter. But through meeting it can think and easily make any decisions. Meeting means gathering of people who are connected with the company for discussion in certain place. It can be defined as assembly of number of person for predominated purpose and by previous notice for discussion and decision on the same business matter.

Types of meeting

General meeting
The meeting of shareholders is known as general meeting. The types of general meeting are

1. First or preliminary general meeting
First official meeting of shareholder is known as first general meeting. It is also known as preliminary general meeting. It must be conducted within one year after receiving certificate of commencement of business. It occurs only once in the lifetime of public company. Its main aim is to give details of company to all shareholders about the number of shares issued. Share holders must be pre-noticed about place, time, date and agenda in advance of 21 days of conducting the meeting. Following things are discussed in the meeting.

  • Authorized capital
  • Number of share
  • Issued share capital of company
  • Paid up capital
  • Total amount of installment paid
  • Loan borrowed from any bank
  • Financial institution
  • Name and address of current director

2. Annual general meeting
It is held in each financial year within six months from the date of expiry of its financial year. It is held to inform shareholders about progress of the company, about the ongoing performance and future plan of company. Share holders must be pre-noticed about place, time, date and agenda in advance of 21 days of conducting the meeting. Following things are discussed in the meeting

  • Annual financial statement
  • Audit and directors report
  • Matter related to the distribution of dividends
  • Appointed of any directors
  • Appointment of any auditor

The information and report may be printed in newspaper too. If any shareholder request for the copy of annual financial statement, director’s repost and auditor report then company should provide it.

3. Extra ordinary general meeting:
If any important matter arise and it should be discussed sooner and can’t be waited till the annual general meeting then this meeting is held. It is also called special circumstances and is held when special and urgent decisions have to be made. Share holders must be pre-noticed about place, time, date and agenda in advance of 15 days of conducting the meeting. This meeting is conducted by

a. By board of directors
In case of emergency

b. By auditor

  • In auditing the account there can be need of shareholder’s idea and so auditor calls this meeting with a reasonable cause
  • In case BOD fail to call meeting then auditor may submit application to company registrar offices for stating reasons about not conducting meeting.

c. By shareholder
10% of paid up capital or at least 25% of total shareholders demand to call this meeting with reasonable cause. They request to board and submit application. If there is no meeting within 30 days then application is submitted to company registrar with reasonable reason. Then registrar office can call a meeting.
Extra ordinary general meeting is called for following purposes

  • Increasing authorized capital of the company
  • Decreasing the share capital of the company
  • Altering name or objective of the company
  • Issuing bonus shares
  • Selling shares at discount
  • Converting private company into public company or vice versa

2. Board of directors (BOD) meeting
It is also called meeting of directors. Board means collective name for directors. When directors of company come together to determine its policy and to take decisions according to its act then the meeting of BOD is called. It is held at regular interval. In public company it is held when there is attendance of 51% of total number of directors. Its main agenda are management of company about share, recommendation of dividend, appointment of officers and fixation of data. Decisions are taken by passing resolution. If any director is not satisfied with decision then s/he can write the note of dissent of proof of his rejection.

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