Annual general meeting (AGM)-

According to section 96 (1) of the companies Act 2013, every company public and private
company is required to hold one general meeting in a year supervised by its directors to evaluate
the progress of the company and plan future course of action which is known as annual general
meeting.

Consequences of not holding a meeting:

 Notification (section 101)– The meeting has to be pre notified which has to be generally
not less than 21 days before the scheduled day. In some cases the meeting can be called on a
short notice

 Time and place of meeting – It has to be scheduled in the course of business hours of
the company on a working day and cannot be on a national holiday. Generally, it has to be the
registered office of the company where the meeting has to take place. It could also be some other
place in the city where the main office is registered.

 Due date of the meeting – The meetings are stipulated to be held within nine months from
closing of first financial year of the company and six months from the closing in subsequent
years. Time elapse between two meetings cannot be more than 15 months. (section 408) The
section also provides that it is on the discretion of the registrar to extend the time of AGM (not
more than 3months). (section 98(1))

 Tribunal calling the meeting – In case of failure to hold meeting in required time under
section 96, the Act provides power to the Tribunal (which is a quasi-judicial body made to
adjudicate disputes arising out of company law) on submission by any member might call or
provide directions for calling the meeting.

 Punishment for default – section 99 of the companies Act 2013 provides that whosoever
is liable for defaulting would be penalised with a fine extending up to one lakh depending on the
circumstances.

 Delaying the meeting – There may arise sometime situations where the directors of the
company are not able to hold the annual general meeting though the time has elapsed. No
 liability on part of directors arises in such cases as laid down by learned judge in one of the cases
(S. L. Kapur v. Registrar of Companies [1964], 1 Comp. L.J. 21): I am satisfied that the delay in
holding the annual general meeting…was due to unavoidable reasons and that neither the
company nor any of its directors…are individually responsible for the delay which was due to
circumstances entirely beyond their control.”

 Validity after delay – Although legal world has been divided on the validity of an AGM
called after defaulting but it is generally considered valid in the eyes of law after the defaulting
members pay a fine (Ruby General Hospital Ltd. &Ors vs Sajal Dutta [2016] a.p.o.t. no. 319 of
2008 )

 First Annual General Meeting – After its formation companies hold a meeting either
immediately or within six months. It is called first AGM or “statutory meeting”. It was a
compulsory provision until 2013 amendment of company law. Now it is on discretion of the
company to hold this meeting.

Extraordinary general meeting (EOGM) –

Section 100 of companies Act lays down the guidelines for the board to call a general meeting
extraordinary in nature to deliberate upon some matter requiring immediate attention.

 Calling the meeting (section 100)– The board of directors has been vested with powers to
call extraordinary general meeting (they cannot call AGM). Also the Act provides calling the
meeting on requisition made by members holding not less than 1/10 of shares on day of voting or
holding not less than 1/10 of total voting power. Also national company tribunals can call
EOGMs.

 Time – The meeting is called between two AGMs to discuss matter requiring serious
attention.

 Nature of business–The matters discussed in the meeting are special (section 102)  in
nature other than mere discussion on dividends, auditors etc. The matter of urgent importance for
instance can be unforeseen costs incurred or change in association of the company. The matters
are the ones which are not discussed in statutory or general meetings.

 Notice of meeting– There has to be an explanation provided with the notice of the
meeting giving details about the objectives of the meeting. In case of only forwarding a
requisition, the company is not bound to provide an explanation (Vijay M. Porval v. Pentokey
Organly Ltd., (1996) 87 Com Cases 331).

 Requisitioning the meeting– The requisitionists can call the meeting within 3 months of
issuing a requisition notice if the board fails to do so within 45 days (though they have the duty
to call it within 21 days). The requisitionists are permitted to go to tribunals if they have been
 denied the permission to hold EOGM required that they apply for it first themselves.( B
Mohandas v. AKMN cylinders P(ltd)[1998], 93 Comp Cas 532 CLB)

 Class Meetings (section 48)

 Class meetings are those meetings, which are held by the shareholders of a particular class of
shares e.g. preference shareholders or debenture holders.
 Class meetings are generally conducted when it is proposed to alter, vary or affect the rights of a
particular class of shareholders. Thus, for effecting such changes it is necessary that a separate
meeting of the holders of those shares is to be held and the matter is to be approved at the
meeting by a special resolution (3/4)

Board meetings (Section 173) (board of directors supervise the company efficiently.)

 First board meeting – The first meeting should be held within 30 days of the
incorporation of the company. The boards of directors use their expertise and knowledge and
discuss strategies to run the company.
 Time and due date – In a year not less than 4 meetings are to be held and not more than 4
months should pass between two meetings. In other words, every board meeting has to be held
within 3 months to complete the required provision.
 Notice- Every director has to be pre notified about the meeting at his registered address
and notice should be given in not less than 7 days. Moreover the decisions of the meetings are to
be notified to directors who were absent from it. If the person responsible for notifying defaults
from his duty, he is liable to be penalised. Compliance with the law is ascertained when directors
are notified. 
 Quorum– A definite number of members or directors have to be present in the meeting
according to section 174. The board meeting is to comprise of 1/3 of total members or two
directors (whatever is feasible).

Requisites of a Valid Meeting

 Issuance of notification– The board of directors and all the concerned members have to
be informed beforehand about the meeting to ensure their presence. It can be a long term or short
notice depending on the situation.

 Contents of notice– The notice has to specify place, date, time, description about the
matter of importance to be discussed and some brief about business. It has to be duly signed by
the convener with the date of issuance.

 Quorum(section 103)– The person responsible for notifying the meeting has to ensure
that the meeting has been pre notified to appropriate quorum which has to be present in the
meeting as specified in the Act. The quorum has to be maintained throughout the meeting. 
 Chairman (section 104) – The meeting must be duly convened by proper authority.
Generally, the chairman of the Board of Directors is the Chairman of the meeting. He is
responsible to initiate the discussion of motions in the meeting and conclude the same. It’s his
responsibility to ensure smooth functioning of the meeting. The chairman can also be selected by
voting through hands.

 Resolutions– These are the decisions taken in every meeting. When these are put to
consideration and voting there are certain procedures and rules to be followed.

 Voting – There might be matters on which there is no general consensus and voting has
to be done. After detailed discussion, the chairperson may call the matters (if undecided) for
voting. The common methods used for voting is by showing or raising hands, voice votes, raising
method (by standing for votes in against or for the motion), ballot, a proxy or postal votes, etc.

 Adjournment and Minutes (section 108) – After careful consideration and discussion,
the meeting is concluded which is called as adjournment and subsequently dissolution where
members disperse. These deliberations have to be documented in an official document of the
company providing gist of every meeting which is called minutes of meeting.  Every important
detail of the meeting has to be included as said in companies’ act 2013.

 Report– companies are required to prepare report of the meeting as in case of AGM
detailing the conduct of the meeting. The copy of the same has to be filed with the registrar.

Proxy- https://www.legalwiz.in/blog/proxies-as-per-section-105-of-the-companies-act-2013

Section 105 of the Companies Act, 2013 provides that a member, who is entitled to attend to
vote, can appoint another person as a proxy to attend and vote at the meeting on his behalf. This
section also provides the manner of appointing proxy.

Limitation of proxy- Any member of the organization with company 8 registration will not

have any right to nominate any other person as his proxy until and unless such person also has a
membership of the company.

– Once nominated as a proxy, he will not be allowed to act as a proxy for more than fifty
members and members possessing in totality more than ten percent of the total share capital of
the company carrying voting rights.

- A member who has more than ten percent of the company’s total share capital with voting
rights can nominate a single person as a proxy, with the condition that such person will not be
allowed to act as a proxy for another member or shareholders

KIND OF RESOLUTION AND MINUTES OF MEETING

 MOTION IN MEETING

1. Proposal laid in meeting: Motion passed unchanged and unchallenged

2. Resolution: if motion is adopted. It must be signed by who propose the amendment
3. Formal motion procedure: These do not require notice. These include- a) Closure motion (to
close the useless discussion), b) Previous dues motion (to prevent voting on motion of main
context and garner support of other), and c) Adjourn motion ( to suspend proceeding).

POINT OF ORDER

1. If member contravenes
2. Irrelevancy
3. Parliamentary language( if language used is derogatory then it is use)
4. Transgressing the rules of the company.

TYPE OF RESOLUTION –

http://ravneetarora.blogspot.com/2013/08/company-meeting-resolution-motion.html

FOR CASES- http://taxguru.in/company-law/meetings-board-directors-overview-corporate-

governance-provisions-judicial-decisions.html