(1) Meaning and Purpose:
A statutory meeting is the first meeting of the shareholders of a public limited company which is held only once in the life-time of the company.
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The meeting is held to provide an opportunity to the members for discussing all matters relating to the formation of the company. (Sec. 165)
(2) Statutory Requirement:
ADVERTISEMENTS:
A public company limited by shares and a public company limited by guarantee having a share capital is under a legal obligation to hold the statutory meeting within 6 months from the date at which it was allowed to commence busmen, but not earlier than one month from that date. A private company, an unlimited company or a public company limited by guarantee having no share capital, are not required to hold any statutory meeting.
(3) Statutory Report:
The Board of Directors shall, at least 21 days before the day on which the meeting is to be held, forward ‘statutory report’ to every member of the company. Delay in sending the statutory report can; however, be condoned by a unanimous vote of the members present at the meeting.
Contents of the Statutory Report:
(a) The total number of shares allotted, distinguishing those allotted as fully paid up otherwise than in cash, and the consideration for allotment.
ADVERTISEMENTS:
(b) The total amount of cash received by the company in respect of all the shares allotted.
(c) An abstract of the receipts and payments of the company upto a date within 7 days of the date of the report and the balance in hand.
(d) Company’s receipts from capital issues and other sources and an account or estimate of the preliminary expenses. Commission or discount paid or to be paid on the issue or sale of shares or debentures must be separately shown.
(e) The names, addresses and occupations of directors, auditors, manager and secretary and changes occurred in such names since the date of the company’s incorporation.
ADVERTISEMENTS:
(f) The particulars of any contract which, or the modifications of which, is to be submitted to the meeting for its approval together with the modifications.
(g) The extent to which any underwriting contract has not been carried out and the reasons thereof.
(h) Details of arrears of calls due from every director and manager.
(i) Details of any commission or brokerage paid or payable to any director, or manager in connection with the issue or sale of shares or debentures.
Requirements of the Statutory Report:
(i) The accuracy of the statutory report must be certified (a) by at least two directors of the company, one of whom shall be a managing director, if there is any, and (b) by the auditors so far as cash receipts and payments account is concerned.
(ii) A certified copy of the statutory report must be sent to the Registrar after copies thereof have been sent to the members of the company.
(4) Matters to be discussed at the Statutory Meeting:
All matters relating to the formation of the company or arising out of the statutory report may be discussed by the members in the statutory meeting, but only those resolutions may be passed of which notice has been given in accordance with the provisions of the Companies Act.
(5) Default in holding the Statutory Meeting:
In case of default of the company in holding the statutory meeting as per the requirements of the Companies Act or in delivering the statutory report to the Registrar, the company may become liable to be compulsorily wound up and every director or other officer of the company responsible for the default shall be punishable with a fine extending up to Rs. 5000. Court / Tribunal may instead of making a winding up order, direct the report to be delivered or the meeting to be held and order the costs to be paid by the persons in default.