Nilabha Ghosh (B.Com) (41 Points)07 February 2013
Giridhar S Karandikar
Replied 07 February 2013
Statutory meeting & AGM are two difference types of meeting. The SM is held only once in the life of the co. after 1month and before 6months from the date the company is entitled to commence its business. Following are the provision relating to SM:
165. STATUTORY MEETING AND STATUTORY REPORT OF COMPANY
(1) Every company limited by shares, and every company limited by guarantee and having a share capital, shall,
within a period of not less than one month nor more than six months from the date at which the company is entitled to
commence business, hold a general meeting of the members of the company, which shall be called "the statutory
(2) The Board of directors shall, at least twenty-one days before the day on which the meeting is held, forward a report
(in this Act referred to as "the statutory report") to every member of the company :
Provided that if the statutory report is forwarded later than is required above, it shall, notwithstanding that fact, be
deemed to have been duly forwarded if it is so agreed to by all the members entitled to attend and vote at the meeting.
(3) The statutory report shall set out -
(a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up otherwise than in cash,
and stating in the case of shares partly paid-up, the extent to which they are so paid-up, and in either case, the
consideration for which they have been allotted ;
(b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid ;
(c) an abstract of the receipts of the company and of the payments made thereout, up to a date within seven days of
the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures
and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an
account or estimate of the preliminary expenses of the company, showing separately any commission or discount paid
or to be paid on the issue or sale of shares or debentures ;
(d) the names, addresses and occupations of the directors of the company and of its auditors ; and also, if there be
any, of its 1[***] manager and secretary ; and the changes, if any, which have occurred in such names, addresses and
occupations since the date of the incorporation of the company ;
(e) the particulars of any contract which, or the modification or the proposed modification of which, is to be submitted
to the meeting for its approval together in the latter case with the particulars of the modification or proposed
(f) the extent, if any, to which each underwriting contract. If any, has not been carried out, and the reasons therefor ;
2[(g) the arrears, if any, due on calls from every director and from the manager ; and
(h) the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or
debentures to any director or to the manager.]
(4) The statutory report shall be certified as correct by not less than two directors of the company one of whom shall
be a managing director, where there is one.
After the statutory report has been certified as aforesaid, the auditors of the company shall, insofar as the report
relates to the shares allotted by the company, the cash received in respect of such shares and the receipts and
payments of the company, certify it as correct.
(5) The Board shall cause a copy of the statutory report certified as is required by this section to be delivered to the
Registrar for registration forthwith, after copies thereof have been sent to the members of the company.
(6) The Board shall cause a list showing the names, addresses and occupations of the members of the company, and
the number of shares held by them respectively, to be produced at the commencement of the statutory meeting, and
to remain open and accessible to any member of the company during the continuance of the meeting.
(7) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the
formation of the company or arising out of the statutory report, whether previous notice has been given or not ; but no
resolution may be passed of which notice has not been given in accordance with the provisions of this Act.
(8) The meeting may adjourn from time to time, and at any adjourned meeting, any resolution of which notice has
been given in accordance with the provisions of this Act, whether before or after the former meeting, may be passed ;
and the adjourned meeting shall have the same powers as an original meeting.
(9) If default is made in complying with the provisions of this section, every director or other officer of the company
who is in default shall be punishable with fine which may extend to 3[five thousand] rupees.
(10) This section shall not apply to a private company.
AGM is the meeting regularly held by the co every year to discuss teh ordinary business of the co such as appt & reappt of Dir's & auditors, declaration of dividend, adoption of the Annaul accounts of the co etc..following are th eprovision relating to AGM:
166. ANNUAL GENERAL MEETING
(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general
meeting and shall specify the meeting as such in the notices calling it ; and not more than fifteen months shall elapse
between the date of one annual general meeting of a company and that of the next :
Provided that a company may hold its first annual general meeting within a period of not more than eighteen months
from the date of its incorporation ; and if such general meeting is held within that period, it shall not be necessary for
the company to hold any annual general meeting in the year of its incorporation or in the following year :
Provided further that the Registrar may, for any special reason, extend the time within which any annual general
meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public
holiday, and shall be held either at the registered office of the company or at some other place within the city, town or
village in which the registered office of the company is situate :
Provided that the Central Government may exempt any class of companies from the provisions of this sub-section
subject to such conditions as it may impose :
Provided further that -
(a) a public company or a private company which is a subsidiary of a public company, may by its articles fix the time
for its annual general meetings and may also by a resolution passed in one annual general meeting fix the time for its
subsequent annual general meetings ; and
(b) a private company which is not a subsidiary of a public company, may in like manner and also by a resolution
agreed to by all the members thereof, fix the times as well as the place for its annual general meeting.
Replied 07 February 2013
Statutory Meeting is the First meeting of Companies shareholders . its objective is to inform the shareholders about the affairs of the company . its held ones in whole life of the company .
Annual general meeting is the open meeting of the shareholders in which various report are submitted by the directors . Here the shareholders can suggest various options to solve the problems of the company.The intervel between two AGM should not be more than 15 months.
Replied 30 December 2013