1

Central University of
South Bihar

SCHOOL OF LAW AND GOVERNANCE

Under the guidance of D.R P.K DAS

Name : PRIYA RANJAN

Course : B.A. LL.B. (Hons)
Semester : VIII
Enrollment No.: CUSB1513125031
Subject : COMPANY LAW-2
Project Topic : Meeting, its importance and
necessity under the Company
Act, 2013.
 2

ACKNOWLEDGEMENT

Dear Reader,
You are most welcome in my project work of Criminal Procedure
Code, 1973, on the Topic MEETING ITS IMPORTANCE AND NECESSITY
UNDER THE COMPANY ACT, 2013 which is assigned by our honourable
subject DR. P.K DAS.
I would like to thank to him for giving such important topic to me .I would
like to thank to our seniors also for giving knowledge about this topic.
I would like to thank to library also from where we get the book related to
such topic.
I would like to thank to internet also from where we get idea to generate this
topic most attractive to reader..
So, I hope that if you come once inside my project you feel surely very glad.

Thanking you
PRIYA RANJAN
CUSB1513125031
 3

INDEX
S.NO CONTENTS PAGE
NO.
1 MEANING OF MEETINGS
2 MEETINGS OF A COMPANY
3 MEETING OF MEMBERS-SHAREHOLDERS
i) Statutory meeting
ii) Annual general meeting
iii) Extraordinary general meeting
iv) Class meeting

4 MEETINGS OF DIRECTORS
i) Meeting of the board of directors
ii) Meeting of the committees of directors

5 OTHER MEETINGS
i) Meeting of Debenture holders
ii) Meeting of creditors and contributories

6 REQUISITES OF VALID MEETING

7 AUTHORITIES FOR CONVENING MEETING
1. Board of directors
2. Directors, on the requisition of members
3. The Tribunal
8 NOTICE OF MEETING
9 AGENDA
10 QUORUM
11 CHAIRMAN
12 PROXIES
13 BIBLIOGRAPHY
 4

MEANING OF MEETINGS

A company being a legal abstraction can not act at its own. It can express its will only through
resolution passed at its properly convened meetings of the members. A meeting may broadly
be defined as the gathering, assembly or the coming together of two or more person for
transaction of any lawful business.1

The expression ‘lawful business’ in relation to companies denotes normal business of

administratering the affairs of the company by its board of directors and the business transacted
by the members in general meeting convened as per the statutes or the articles of association
of the company. Since the term ‘meeting’ connotes coming together of two or more persons,
therefore a single person can not usually constitute a meeting even though he holds proxies for
several persons. 2

 The word “meetings” in context of company means a gathering or assembly of directors

or shareholders or of both for taking decisions on the agenda before them.
 Basically, these people has been convened for the purpose of achieving a common goal
through verbal interaction, such as sharing information or reaching agreement.
 Meetings may held face to face or virtually, as mediated by communication
technologies such as a telephone conference call or a video conferences.
 A meeting is a gathering or assembly of two or more persons at a pre-decided date, time
and place for transacting certain lawful business.

MEETINGS OF A COMPANY

1. MEETING OF MEMBERS-SHAREHOLDERS

i) Statutory meeting.3 : Statutory Meeting is the first meeting of the shareholders of a public
company. It must be held within a period of not less than one month nor more than 6 months
from the date at which the company is entitled to commence business. It is held only once in

1
P.no 351, Dr. N.V Paranjape, 8th edition.
2
Per lord Coleridge in Sharp v. Dawes, (1876)2 QBD 26.
3
https://www.mbaknol.com/mercantile-law/statutory-meeting-of-a-company/
 5

the lifetime of a company. A private company and a company limited by guarantee and not
having a share capital need not hold such a meeting.

The purpose of the statutory meeting with its statutory report is to put the shareholders of the
company in possession of all the important facts relating to the new company, what shares have
been taken up, what moneys received etc. This also provides an opportunity to the shareholders
of meeting to discuss the whole situation, the management and prospects of the company.

The Board of Directors must, at least 21 days before the day on which the meeting is to be
held, forward a report, called the ‘statutory report’ to every member of the company. This
report contains all the necessary information relating to formational aspects of the company for
the information of the shareholders.

ii) Annual general meeting.4: As per Section 96 of the Companies Act , 2013

Every Company other than One person Company must hold a general meeting in each year
apart from other meetings as Annual General Meeting (AGM).

Every Company has to set up a managing Committee to run its smooth working of managerial
works.

Every Company , apart from One person Company ( OPC ) must have to hold in addition to
other meetings, by giving a notice about the meeting, not more than 15 months in between the
date of AGM to the next. A Company may hold its first AGM within the period of 9 months
from closing of its first financial year otherwise in other cases within the period of 6 months.
[Section 96(1) of the Companies Act,2013]

As per the above , if a company hold its meeting, then it has no need to call an AGM in the
year of its incorporation.

However , the registrar may extend the period within any AGM ( not being the first AGM)
shall be held, not exceeding 3 months under section 96(1).

4
https://taxguru.in/company-law/annual-general-meeting-under-companies-act-2013.html
 6

Every AGM shall be called during business hours ( i.e. 9 a.m. to 6 p.m.) on any day not a
national day declared by the Central Government , and also held I the registered office or in
any place within the city ,village, or town in which the registered office is situated.

According to Section 129(2), at every AGM board of directors of the company shall lay before
the meeting financial statement for the financial year.

Moreover, Section 129(3) says, where the company has one or more subsidiaries, then they
have to prepare in addition to the statement under section 129(2) a consolidated financial
statement and of all subsidiaries in same format and also present before the AGM of the
Company with the prescribed statement under section 129(2).

There is no provision for extension of 1st AGM but in other cases it can be extended for period
of three months by ROC.[ Second proviso to Section 96 of the Companies Act,2013]. However
, if such first AGM is not held, NCLT can order holding of General Meeting under section 97
of the Act. Application for extension of time should be submitted electronically in e-form no.
61.

After the ending of the financial year i.e. 31st March, all the auditing processes must be
completed within three-four months. But the AGM must be held within six months from the
closing date of financial year. A notice of 21 days has to be sent to all members. So, the audited
accounts, directors report has to be closed on 31st March and been posted by first week of
September.

iii) Extraordinary general meeting.5: All general meetings of a company in India except
the statutory meeting and the annual general meetings are called an extraordinary general
meeting. There is a gap of around a year or 18 months between two annual general meetings.
Therefore, if an important business arises in between two annual general meetings that require
shareholders approval, then an extraordinary general meeting can be called.

iv) Class meeting. 6 Class meetings are meetings which are held by holders of a particular
class of shares, e.g., preference shareholders. Such meetings are normally called when it is
proposed to vary the rights of that particular class of shares. At such meetings, these members
dicuss the pros and cons of the proposal and vote accordingly. (See provisions on variations of

5
https://www.indiafilings.com/learn/guide-to-extraordinary-general-meeting/
6
http://www.legalserviceindia.com/company%20law/com_4.htm
 7

shareholder’s rights). Class meetings are held to pass resolution which will bind only the
members of the class concerned, and only members of that class can attend and vote.

Unless the articles of the company or a contract binding on the persons concerned otherwise
provides, all provisions pertaining to calling of a general meeting and its conduct apply to class
meetings in like manner as they apply with respect to general meetings of the company.

2. MEETINGS OF DIRECTORS:
i) Meeting of the board of directors: The director of company collectively constitute the
Board of Directors which exercises its powers at periodical meetings of the Boards. Section
173 of the companies Act, 2013 provides that the meeting of the board of director of the
company should be held at least once in every three month and at least four meetings should
be held every year. The central government may, however, modify this rule in relation to any
class of companies.7

The notice of every board meeting has to be given in writing to every director who is india.8

The Act, however, does not prescribe any form of notice or mode of services of the notice. The
notice need not specify the agenda for the meeting. Even a few nimute may be sufficient to he
hold the board’s meeting.9

The quorum for the board’s meeting is one third of its total strength (any fraction to be rounded
off as one) or two directors, whichever is higher.10

The proceedings of every meeting of the board of directors or any of its committees have to be
recorded in Minute book which enable the shareholders to know exactly “what their directors
have been doing, why it was done and when it was done.

ii) Meeting of the committees of directors: The Company constituted Audit Committee,
Stakeholders Relationship Committee, Compensation and Remuneration Committee,
Executive Committee, Nomination and Governance Committee and Corporate Social

7
Section 173, The companies Act, 2013.
8
Section 173(1), The companies Act, 2013.
9
Smith v. paringa Mines Ltd., (1906) 2 Ch 193.
10
Section 174, The companies Act, 2013.
 8

Responsibility (CSR) Committee. All committees have a combination of Executive, Non-

Executive and Independent Directors. The Chairman of all the committees is an Independent
Director.

As per the charter of respective committees, committees deliberate on the matters referred to it
by the Board. Information and data that is important to the committees to discuss the matter is
distributed in writing to the members of the committees well in advance of the meeting.
Recommendations of the committees are submitted to the Board to take decision on the matter
referred.

The members of the committee, who are not able to participate in the meeting physically,
generally participate through tele-conferencing or video conferencing.

3. OTHER MEETINGS:11

i) Meeting of Debenture holders: These meeting are called according to the rules and
regulations of the Trust Deed or Debenture Bond. Such meetings are held from time to time
where the interests of debenture holders are in-volved at the time of re-organisation,
reconstruction, amalgamation or winding-up of the company. The rules regarding the
appointment of Chairman, no-tice of the meeting, quorum etc. are contained in the Trust Deed.

ii) Meeting of creditors and contributories: These meetings are held when the company has
gone into liquidation to ascertain the total amount due by the company to its creditors. The
main purpose of these meetings is to obtain the approval of the creditors and contributories to
the scheme of compromise or rearrangement to save the company from financial difficulties.
Sometimes, the Court may also order for such a meeting to be held.

When a company desires to vary the rights of debenture-holders, such meetings are to be held
ac-cording to the rules laid down in the Debenture Trust Deed. They are also held to enable the
com-pany to issue new debentures or to vary the rate of interest payable to debenture-holders.
The term “contributory” covers every person who is liable to contribute to the assets of the
company when the company is being wound-up.

11
http://www.yourarticlelibrary.com/company/meetings/company
 9

REQUISITES OF VALID MEETING 12

1. A meeting should be convened by proper authority.

2. It must be convened by a proper notice served in the prescribed manner on all persons entitled
to receive such notice.

3. It must be convened to transact lawful business as per its agenda.

4. It must be presided by properly elected chairperson.

5. It must have a proper quorum.

6. It must be conducted by following lawful procedure.

7. Proper resolutions must be passed for transacting business of the meeting.

8. The minutes of the proceeding must be properly recorded.

AUTHORITIES FOR CONVENING MEETING

1. Board of directors: The Board of directors are empowered to convene every type of general
meeting of the members of the company.

2. Directors, on the requisition of members: Sometimes, a requisition is made by the

members of the company to call a general meeting.

3. The Tribunal: When the directors make a default in holding annual general meeting (AGM)
of company, the Tribunal may call or direct the calling of such meeting.

NOTICE OF MEETING

 For a valid meeting, a proper notice is a pre-requisite. In connection with a proper notice
, the following things must be considered:
1. Length of notice
2. Contents of notice

12
P.no 360 , Dr. N.V Paranjape, 8th edition.
 10

3. persons entitled to notice

4. Mode and service of notice

1. Length of notice: A general meeting of a company may be called by giving not less than
twenty-one days notice in writing.13

 In computing 21 clear days, the following days should also be added to the twenty-one
days:
i. The day on which notice is served.
ii. The day of the meeting.
iii. In the case the notice is sent by post ,48 hours, i.e., two days for postal transit.

SHORTER NOTICE :

i) In the case of an annual general meeting: If shorter notice is approved by all the
members entitled to vote there at.
ii) In the case of any other meeting: If shorter notice is approved by members of the
company holding, not less than 95% of the paid up share capital of the company
having a right to vote at the meeting. iii)In the case of company not having a share
capital: If shorter notice is approved by members having not less than 95 per cent
of the total voting power exercisable at that meeting.14

2. Contents of notice:

Every notice of a company shall specify the following:

i) The place of the meeting.

ii) The day of the meeting.

iii) The hours of the meeting.

iv) Contain a statement of the business to be transacted at the meeting.

A statement of business i.e., agenda placed under two categories:

i) General Business

13 13
Section 101(1), The companies Act, 2013.
14
Section 101(1), The companies Act, 2013.
 11

ii) Special Business

iii) Any time bussiness

i) General Business:

a) The consideration of the accounts, balance sheet and the reports of the Board of directors
and auditors.

b) The declaration of a dividend.

c) The appointment of directors in the place of retiring.

d) The appointment of and the fixing of the remuneration of , the auditors.

ii) Special Business:

a)All material facts concerning each item of the special business.

b) Nature and extent of interest of every director and the manager in any item of special
business.

iii)Any item of business:

consists of according of approval to any document by the meeting, the time and place where
the document can be inspected.

3. Persons entitled to notice:

i) Every member of the company.

ii) Persons entitled to share in consequence of the death or insolvency of a member.

iii) The auditor or auditors, of the company.

iv) The public trustee who is legally entitled to represent the members of the company.

4. Mode and service of notice:

 12

Anotice may be served by a company on any member of the company either personally, or by
sending it by post to him at his registered address.

AGENDA15

 The term ‘agenda’ means ‘things to be done’. The agenda is a ‘statement of the Business
to be transacted at a meeting’.
 The agenda generally takes the time –table or programme which sets out the items to
be taken up at meeting in chronological order.
 The chairman can change the order of items or business with the consent of the
members.
 The companies generally prepare and send notice including agenda to the shareholders
and others who are entitled to receive notice of meeting.
 An agenda categories the business to be transacted at meeting into two heads:
i) Ordinary Business
ii) Special Business

QUORUM16
 Quorum means the presence of certain minimum number of members which is required
at a meeting for transacting its business.17
 In the absence of quorum ,the proceedings of the meeting are invalid.
 The provisions with regard to the quorum for meeting are as follows:
1) Requirements of members for quorum : 5 members personally present in the case
of public company and 2 members personally present in the case of any other company,
shall be the quorum for a meeting of a company.
2) Time of presence of quorum: The quorum must be present when the meeting
proceeds to business.

15
https://www.taxmanagementindia.com/visitor/detail_article.asp?
16
http://corporatelawreporter.com/companies_act/section-103-of-companies-act-2013-quorum-for-meetings/
17
P.no 394, Taxmann’s, Company Law, 19th Edition.
 13

3) Presumption as to quorum: Aquorum will always be presumed unless it is

questioned at the meeting or the recorded facts show that quorum was not present.

4) Dissolution and adjournment of meeting: Unless the articles otherwise provide, if within
half an hour from the time appointed for holding a meeting of the company, a quorum is not
present, the meeting, if called upon the requisition of members shall stand dissolved. In other
case meeting shall be adjourned to the same day in the next week, at same time and place or
other day at such other time by the Board of directors.

5) Quorum at the adjourned meeting: If a quorum is not present within half an hour from
the time appointed for holding the meeting , the members present shall be the quorum.

6) One member to constitute meeting and quorum: Normally one member cannot constitute
a meeting and cannot fulfill the requirements of quorum.

 Exceptional cases one member can constitute a meeting:

i) Class meeting of shareholders.
ii) Tribunal calls a meeting.
iii) Proxy or Quorum not present.

CHAIRMAN18

 Chairman is an indispensable person for the successful conduct of corporate meeting.

He is person appointed to regulate, control, direct the smooth conduct of the business
of a meeting so that the objectives of the meeting can be effectively achieved.

APPOINTMENT OF CHAIRMAN:
1) By show of hands
2) Appointment when poll is demanded

Provisions for appointment of chairman:

1) The chairman of the board shall preside as chairman at every general meeting of the
company.

18
P.no 394, Taxmann’s, Company Law, 19th Edition.
 14

2) If there is no such chairman, or if he is not present within 15-minutes after the time
appointed for holding the meeting, or is unwilling to act as chairman of the meeting,
the directors present shall elect one of their member to be chairman of the meeting.
3) If no director is willing to act as chairman then members present shall choose one of
their member to be chairman of the meeting.

DUTIES OF CHAIRMAN19

 He must ensure that the meeting is properly convened by giving a proper notice.
 He must ensure that the meeting is duly constituted, i.e., himself and quorum is there.
 He must ensure that order and decorum is maintained during the meeting.
 He must ensure that the provisions of act and articles are observed.
 He must ensure that the proceedings at the meeting are properly and regularly
conducted.
 He must decide whether the motion and amendments are in order and within scope of
the meeting.
 He must ensure that the sense of the meeting is properly ascertained with regard to any
question which properly comes before the meeting.
 He must ensure that all members, including the minority, get an equal opportunity to
express their views.
 He must act at all times bona fide in the best interest of the company.

METHODS OF ASCERTAINING SENSE OF MEETING

1. By acclamation

2. By voice vote

3. By division

4. By standing vote

5. By show of hands

19
P.no 372, Avtar Singh, Company Law, 16 th Edition.
 15

6. By ballot

7. By poll

PROXIES20

 A proxy is person appointed by a member of a company to attend and vote on his behalf
as per his directions at a meeting of the company.

PROVISION REGARDING PROXY

1) A member can appoint:
Any member of a company entitle to appoint another person as his proxy to attend
and vote instead of himself.
LIMITATIONS:
i) A member of a company not having a share capital cannot appoint proxies.
ii)A member of a private company shall not be entitled to appoint more than one
proxy to attend same occasion .

2. Person entitled to be appointed as proxy:

Any person may be appointed as proxy. He may or may not be a member of the company.

3.Appointment procedure:

i) The appointment of a proxy must be made on an instrument in the prescribed form.

ii) It must be in writing.

iii) The instrument appointing a proxy shall be signed by the appointer or his attorney duly
authorized in writing.

iv) Clearly state the name of the person so appointed.

v) Date & common seal ,if proxy is appointed by a company.

4. Time of lodging proxy or proxy instrument:

20
P.no 410, Taxmann’s, Company Law, 19th Edition.
 16

The duly completed instrument of proxy must be deposited with the company 48 hours before
the time fixed for the meeting.

5. Inspection:

Proxy forms can be inspected during 24 hours beginning before the time fixed for the meeting.
The proxy form shall open for inspection during business hours.

6. No Proxy at Company cost:

If an invitation is issued at the expense of the company asking any member to appoint a
particular person as proxy, every officer of the company who is default, shall be liable to a fine
up to Rs.10000

7. Revocation of proxy:

Amember may revoke the proxy’s authority by attending and voting himself before proxy has
voted.

8. Rights of Proxy:

i) He can vote but not have a right to speak.

ii)Aproxy has to vote only on a poll.

iii) He cannot speak to a meeting unless he is allowed by the chairman of the meeting.
iv)Aproxy appointed by the president or the governor can speak ,take part in discussions, vote
by show of hands, demand a poll. He may even appoint a proxy to attend and vote instead of
himself.

9. Relationship between member and proxy: The relationship between a member and his
proxy is that of a principal and agent. Therefore , the proxy is bound to act in accordance of
with the instructions of the member appointing him.

MINUTES OF MEETING21

 Minutes means official record of the proceedings of a meeting or the business

transacted at a meeting.
KINDS OF MINUTES:

21
P.no 385, Avtar Singh, Company Law, 16 th Edition.
 17

1) Minutes of resolutions
2) Minutes of narration
3) Combination of resolutions as well as narration

1) Minutes of resolution: When minutes of resolutions are recorded, only the decisions arrived
at the resolution passed at the meeting are recorded.

2) Minutes of narration: The minutes are recorded in summarized form only summarized
account of discussions, business transacted , decisions arrived, number of vote cast for favor
and against a resolution.

3) Combination method: All the details of resolution and narration minutes are mentioned.

Contents of minutes22

i) Number, Date and place.

ii) The name of the chairperson, the name of directors, secretary, the number of
members present etc.
iii) Past meeting record.
iv) Description of resolution passed, business transacted and decisions taken at the
meeting.
v) Contracts approved, if any.
vi) Special resolution passed, if any.
vii) Signature of chairman and date of confirmation.

Legal provision relating to minutes

1) Mandatory to record minutes

2) Within thirty days

3) Minute book

4) Numbering of each page

5) Signing of minutes

22
P.no 420, Taxmann’s, Company Law, 19th Edition.
 18

6) Contents

7) Contents of minutes of Board meeting

8) Penalty

9) Minutes to be evidence

10)Inspection of minute book of general meeting

11)Publication ofreports of proceedings of general meeting.

 19

BIBLIOGRAPHY
Books
1) Avtar Singh, Company Law, 16th Edition, 2015
2) Taxmann’s, Company Law, 19th Edition
3) Taxmann’s, Company Law, 17th Edition

Internet
1) https://www.taxmanagementindia.com/visitor/detail_article.asp?
2) http://corporatelawreporter.com/companies_act/section-103-of-
companies-act-2013-quorum-for-meetings/
3) http://www.yourarticlelibrary.com/company/meetings/company
4) https://www.mbaknol.com/mercantile-law/statutory-meeting-of-a-
company/
5) https://taxguru.in/company-law/annual-general-meeting-under-
companies-act-2013.html
6) https://www.indiafilings.com/learn/guide-to-extraordinary-general-
meeting/
7) http://www.legalserviceindia.com/company%20law/com_4.htm