Section 165 - Statutory meeting and statutory report of company. - Companies Act, 1956

Meetings and proceedings Statutory meeting and statutory report of company. 165. (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 meeting". (2) The Board of directors shall, atleast 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, upto 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 modification; (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] [3] [(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, in so far 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 [4] [* * *] 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 [5] [five thousand rupees]. (10) This section shall not apply to a private company. ------------------------------- Notes:- [1] Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000, as provisions relating to managing agents, secretaries and treasures, had become redundant after abolition of system by Act 17 of 1969. [2] Substituted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000 for the following: "(g) the arrears, if any, due on calls from every director; from the managing agent, every partner of the managing agent, every firm in which the managing agent is a partner, and where the managing agent is a private company, every director thereof; from and secretaries and treasures; where they are a firm, from every partener therein; and where they are a private company, from every director thereof; and from the manager; and" [3] Substituted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000 for the following: "(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 to the managing agent, any partner of the managing agent; any firm in which the managing agent is a partner; and where the managing agent is private company, to any director thereof; to the secretaries and treasures; where they are a firm, to any partner therein; and where they are private company, to any director thereof; or to the manager." [4] The words "on capital account" omitted by the Companies (Amendment) Act, 1960, Act 65 of 1960, section 42. [5] Substituted for "five hundred rupees" by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.