MEETINGS

 In 1976, there were almost 90 million working

people and all of them had more than 11
million meetings per day. In 1996 those
numbers were slightly different: almost 130
million of people with 25 million meetings
daily. These days is even worse, 2014: not
very high leap of the employee’s number
(some 150 million) but proportionally, the
number of meetings on daily bases went over
the roof: 37 million!
Wish it
never
Ends
 Proper
Notice Quorum
Authority

Minutes of the
Chairman Proceedings
must be kept.
 Board of Directors is the proper
authority.
 Shareholders & Tribunal ( Exceptional
Circumstances).
 Invalid Meeting Vs. Irregular Meeting.
 Notice should be written or electronic
 Must be given not less than CLEAR 21 DAYS
BEFORE THE DATE OF THE MEETING

What do u mean by
CLEAR 21 DAYS?
21 + 2* = 23

23 + 2* = 25
*Date of the Issue of Notice & the date of meeting
excluded.
* 2 Days added for postal Transit, if send by post.
The notice can be sent through e-mail. (Text or Attachment). The Company
obligation shall be satisfied when it transmits the e-mail & the company will
not be held responsible for failure . The company will not be held
responsible if member fails to update relevant e-mail address.
The requirement of clear 21 days notice overrides any provision in the
articles for a shorter period. * ( If members holding not less than 95% of the
share capital /voting power give consent either before or after the meeting,
the meeting can be held at shorter notice).
If the shares are held jointly then, notice shall be served on the joint holder
whose name appears first in the register of members.

Deliberate omission to give notice of the meeting even to a single member

will make the meeting invalid.
Every notice must specify the day, time & place of holding the general
meeting. it should also contain agenda of the meeting . It should also
mention whether member is entitled to appoint a proxy or not. (PROXY NEED
NOT BE A MEMBER)
 QUORUM is the minimum number of members
who must be personally present at a meeting to
be considered as a valid meeting.
 PUBLIC COMPANY

Not more than 1000 5 Members Personally Present

Between 1000 & 5000 15 members personally present

Is more than 5000 30 members personally present.

 PRIVATE COMPANY


Quorum 2 members personally present

 IF QUORUM NOT PRESENT WITHIN ½ HOUR

FROM THE TIME GIVEN FOR THE MEETING.
Same Day , Next week.
Same Time & Place
ADJOURNED OR such other day/time/place as the board may
determine. * (3 DAYS NOTICE)

* Meeting if called by Requisitionists shall be

cancelled.
 Members
Adjourned NO Present
Meeting Quorum Form the
Quorum
 Quorum when to be present:- The Companies
Act is silent on it.
 Regulation 44 of Table F:- The requirement of
quorum is required to be satisfied at the time
when the meeting proceeds to business.

QUORUM IS NOT REQUIRED TO

BE PRESENT THROUGHOUT THE
MEETING.
 Exceptions
• AGM called by
Tribunal. (Sec. 97)
• EGM called by Tribunal.
(Sec. 98)

Normally- NO. • All shares held by one

person.
• If there is only one
creditor/debenture
holder.
• In case of adjourned
meeting.
 Chairman is the one who preside & conduct the
proceedings of a meeting.
 How is he selected:- By show of Hands.
 If Poll Demanded :- Poll needs to be taken
immediately. ( In all other cases Poll can be
taken not later than 48 hours).
 Main Function’s of chairman
- Meeting properly convened & constituted.
- Meeting conducted acc. to rules .
- Decorum of meeting is maintained.
 Written records of the Business transacted at the
meeting. ( Kept at registered office.)
 Every company under statutory obligation to keep
minutes of the meeting.
 Entries to be Made :- Within 30 Days of the conclusion
of the meeting.
 Minutes Book:- Book kept for Recording minutes.
 Minutes should be clear, compact, unambiguous &
definite.
 Inclusion /Non –inclusion of any matter in the minutes
book is the absolute discretion of the chairman.
 Inspection of Minutes Book:- Atleast 2 Hrs daily
during business hours. No charges.
 If copy required:- Within 7 days of request.

1st BOARD MEETING Within 30 Days of its
Incorporation
MINIMUM MEETINGS 4 in a year
Not be More than120
TIME GAP Days
NOTICE Not less than 7 days

1 Independent Director
SHORTER NOTICE must be present in the
meeting.
 1/3rd of its total strength or 2 directors
whichever is higher.
 While counting total strength vacancies &
Interested directors are not counted.
 In case of board meeting Quorum is required to
be present throughout the meeting.
 No Quorum = Meeting Adjourned(Same day,
Next week, Same Time.)
If Public Holiday= Next succeeding Day.
 No Quorum in Adjourned Meeting also= No
business can be transacted.
 ANY TIME

TIME ANY DAY(Including Public Holiday),

ANY PLACE

AGENDA ANY BUSINESS.

 It is a good practice to circulate agenda papers with the
notice atleast 1 week before the date of the meeting.
(Good Governance)
 Participation in Board Meeting through Vedio
Conferencing or other Audio Visual Means ( Rule 3 of
the Companies (Meetings of Board & its Powers) Rules,
2014.
 Notice sent to directors should mention about the
option available to them to participate through video
conferencing.
 Director should intimate his option at the beginning of
the calendar year to chairperson or the CS.( Validity- 1
yr)
 Concept of Roll Call.( Name/location/Agenda)
 Placing Statutory Registers at the Meeting.
 Participation in Discussion
 Voting
 Maintaining Confidentiality
 Minutes ( Must be circulated within 15 Days of
the meeting- Writing/Mail)
 Confirmation of Minutes- Within 7 Days.
 Passing of Minutes by Circulation. ( But if 1/3rd
members ask for a Proper Board meeting , the
resolution needs to be decided in the Board
Meeting).
 Approval of Financial Statements.
 Approval of Board’s Reports
 Approval of Prospectus
 Audit Committee Meetings for Consideration of
Accounts &
 Approval of matter relating to Amalgamation,
Merger, Demerger, Acquisitions and Takeover.

Sec. 173(2) MCA , Letter dated 23rd March 2020 has

Companies relaxed the rules upto 30th Sept. 2020
Amendment Act 2017
 Every company – Private or Public, whether with
share capital or without, whether limited or
unlimited must hold a meeting each year.

 This meeting is in addition to any other

meetings that may have held in a year.

 Exception from holding meeting- OPC.

 ORDINARY
BUSINESS

A Consideration of Accounts, balance sheets,

auditors & Directors

D Declaration of Dividend

D Appointment of Directors
retiring
in place of those

A Appointment of Auditors & fixation of their

remuneration.
 1ST AGM Within 9 months from the date of closing of the 1st
financial year of the Company.
SUBSEQUENT AGM Within 6 months from the date of closing of the
financial year.
GAP BETWEEN 2 AGM Not more than 15 Months
15 + 3 =18 Months.
(Max 3 months Extension by ROC)
AGM EVERY CALENDER NO calendar year should pass without an AGM.
YEAR

POWER TO CONVENE BOD

AGM

NOTICE Clear 21 Days Notice

SHORTER NOTICE If agreed by 95% of the members entitled to vote at

the meeting.
DAY, HOUR, PLACE Any day except National Holiday, (9.00Am-6.00PM),
Registered office or some other place.
 AGM Must be held at any of the following
dates:-
6 Months from the date of the financial year

15 months from the previous AGM

Last day of the calendar year

WHICHEVER
IS EARLIER
 No Suo-Moto Power to tribunal to call a
meeting.

 Tribunal calls or direct the meeting only after

receiving an application from any member.

 Penalty :- 1 lakh fine on officer. In case

default continues:- Rs 5000/ per day.
 Prior to Companies Act 2013, there was no
such provision.
 Under Companies Act 2013, every public
limited companies need to file report with the
REGISTRAR within 30 DAYS of the conclusion
of AGM.
 Companies (Amendment) Act 2019
 Penalty on Company:- 1lakh fine
 Default Continues:- Rs 500 per day of
default. (Max:- 5 Lakh)
 Officer in Default:- Not less than25000/-
 Default Continues:- Rs 500 per day.
(Max:- 1 lakh.)
 IMP. NOTE

Adjourned Meeting is not counted as a

separate meeting.
Question ?
An AGM was called by a company in Dec. 2020. This meeting
was adjourned to March 2021 and held at that time.
Subsequent AGM was held in Feb .2022. Is the company liable
for any irregularity. Discuss stating the provisions of the
Companies Act, 2013 with respect to the time within which
AGM should be held.
 A meeting held between 2 consecutive AGM’s
for transacting some special or urgent
business is known as EGM.

 To deal with matters which cannot be

postponed till the holding of the next AGM.

 Explanatory statement must be given along

with the notice.
 DIRECTORS ON
BOD
REQUISITION

REQUISIONISTS TRIBUNAL
 Directors collectively as a Board can call an
EGM.

 By passing Ordinary Resolution.

 EGM can now be held at any place in India.

(Companies (Amendment) Act 2017.

 Exception to above amendment is in the case of

EGM called by Requisitionists.
 DAY Any Day. ( Including National
Holiday)

TIME Any time.

NOTICE Clear 21 days Notice.

SHORTER NOTICE If shareholders holding 95% of

the paid up share
capital/voting power give their
consent in writing or by
electronic mode.
 The Directors must convene an EGM upon receiving
the written request or requisition from the members
holding 10% of more of the paid-up share capital that
carries the right to vote or voting power.

 Notice :- Clear 21 days prior to the proposed date of

such EGM. ( Written or Electronic)

 Requisition must be signed by all or any one

authorized on their behalf.

 Requisition must be sent to the Registered office.

(Scanned copy can also be send).
 Requisition must clearly state the purpose.

 Requisitionists are under no obligation to

attach explanatory statement.

 Shareholders cannot be restrained by

Injunction.

 Resolutions are not subject to judicial review.

 Time For Holding a meeting Called By
Requisitionists

 EGM must be held within 45 days of the

receipt of the requisition.

 It means on receiving a valid requisition, the

BOD’s must within 21 days of receiving the
requisition move to convene or call a
meeting.
 IF the BOD’s fail to call a EGM within 45 days of the
deposit of valid requisition, then the meeting may
be called by Requisitionists themselves.

 Time:- Within 3 Months of the date of deposit

of Requisition.

 Day :- Any day except National Holiday

 Time:- Business Hours.

 Place:- Registered office or Any other Place

 If registered office is not made available, the
Requisitionists may hold meeting elsewhere.

 Who will bear the expenses of holding the

meeting elsewhere:- Company/ Directors
who were responsible by retaining a part of
their fees or remuneration.

 QUORUM not present within ½ an hour of the

time fixed for the meeting:- Meeting stands
Dissolved.
 The Tribunal has been vested with the powers
to call EGM only if it is IMPRACTICABLE for
the company to call the meeting.

 The Tribunal should take a common sense

view of the matter in determining what is
considered as impracticable.

 IMPRACTICABLE MEANS:- Impossible to carry

out or to put into practice with available
means.
 The Tribunal may call a meeting:-

◦ Own its own motion (Suo-motto).

◦ Application made by the Director of a Company.

◦ Application made by Member who is entitled to

vote.
 There are 2 most popular methods of
voting:-

BY SHOW OF
BY POLL
HANDS
 Voting in the 1st instance is to by show of hands unless a poll is
demanded.
 Voting by show of hands will not be allowed in case voting is
carried out electronically.
 Voting by show of hands has become redundant.
 Applicable to companies with less than 1000 shareholders.
 This section does not apply to private companies.
 Every member has one vote and proxies are not allowed.
 A declaration by the chairman & entry in the minutes book is the
conclusive evidence that the resolution is passed.
 Drawbacks of the method by show of hand
such as :-
◦ Proxies not allowed to vote .
◦ Not paying regard to the wishes of shareholder who
is holding more no. of shares since he has only one
vote on show of hands.
◦ Not reflecting the true opinion of members

MAKES VOTING BY POLL MORE

PROPER & EFFECCTIVE METHOD
 In voting by poll each member has a right to vote
according to the no. of shares held by him.
 Proxies are allowed to vote.
 Member is free to split his votes in favour of &
against the same resolution.
 Member is free to vote twice in case he is
representing a company or a firm.
 Court cannot direct that one person can vote only
once.
 Equity shareholders
 Right of a equity shareholder cannot be prohibited on the
ground that he has not held the shares for any specified time
before the meeting.
 Only those persons whose name appears on the register of
members are entitled to vote.
 In case of joint shareholders, the person whose name appears
first on the register of members is allowed to vote.
 Payment of calls-in advance will not entitle him to any extra
voting rights.
 Preference Shareholders

 Preference shareholders have the right to vote only on the

resolutions directly affecting them.

 If dividend has not been paid for the period of 2 years or

more, then they have the right to vote on all resolutions
placed before the company.
 Every resolution put to vote at a general meeting,
shall be decided by show of hands, unless a poll is
demanded.
 Poll may be demanded before or on the declaration
of the result by show of hands.
 Poll cannot be demanded if any other agenda item
is taken up for consideration by the chairman.
 Result of voting by show of hands stand cancelled
when poll demanded or ordered to be taken.
 Not later than 48 hours from the time when the
demand is made.
 The demand of poll can be withdrawn at any time by
the persons who made the demand.
 Exception:- 1) Adjournment
2) Election of Chairman
 Scrutinizers are appointed for smooth conduct of
poll. ( Need to submit report to chairman within 7
days , Form No:- MGT 13)
 A person can vote in person or by proxy.
 Proxy = Instrument + Agent.
 Instrument means Letter of Authority.
 Agent means a Personal Representative.
 A proxy need not be a member of the company.
 A proxy cannot vote except on poll.
 A person cannot act as a proxy for more than 50 members who
together hold not more than 10% of the total share capital of the
company carrying voting rights.
 Notice sent by the company should mention about the right to
appoint proxy & proxy need not be a member of the company.
 The instrument appointing a proxy must be deposited with
the company within 48 hours before the meeting.
 Company can fix shorter period for depositing proxies or
depositing just before the meeting by its articles.
 Period of lodging the proxies cannot be extended by more
than 48 hours.
 Right to Inspect:- Business Hours
 Notice :- Not less than 3 days
 Inspection :-Starts 24 hrs before the meeting & ends with the
conclusion of the meeting.
 Proxy cannot vote except on a Poll.
 Proxy cannot speak at a Meeting.
 Proxy must act according to the wishes of the
shareholder.
 Proxy can be revoked any time before the proxy has
voted.
 If 2 or more proxies given who will attend the meeting
:- Latter one will supersede.
 Earlier proxy stand revoked.
 Death of Member revokes proxy. ( If the Company has
no notice, then the vote given by the proxy will be
valid).
 If shareholder personally attends & vote at the meeting,
proxy stand revoked.
 Rule 20 Companies ( Management & Administration)
Rules, 2014.

 Voting by Electronic means includes Remote e-voting

 Remote e-voting is defined as the facility of casting a

vote by a member using an electronic voting system
from a place other than the venue of the general
meeting.
 Cut-off-Date:- It means a date not earlier than 7 days before the
date of the general meeting for determining the eligibility to vote
by electronic means or in general meeting.
 Remote E-voting remains open for not less than 3 days & shall
close at 5p.m. on the date preceding the date of general meeting
of the company.
 Shareholders holding shares in dematerialized form or physical
form as on the record date may cast vote electronically.
 Votes once cast cannot be modified & will be considered final.
 BOD shall appoint one or more scrutinizers who is a person not
in employment of the company. ( He may be a CA, CS, Advocate
or any other person)
 Sec. 108 of Companies Act, 2013 read with Rule 20 of
Company (Management & Administration) Rules, 2014
 Listed Companies (Recognized Stock Exchange).

 Companies having 1,000 or more share holders

 All Listed Companies has to pass all the resolution of

the meeting electronically : SEBI
 Agreement with
DEPOSITORY

 NSDL - National Securities Depository Ltd.

 CDSL - Central Depository Services Ltd.

These are the agencies appointed by MCA to

provide and supervise an electronic platform for
voting by electronic means.
 Agreement with
SCRUTINIZER

Practicing Chartered Accountant

Practicing Company Secretary
Practicing Cost & Works Accountant
Advocate

 Well verse with the e – voting system & is

person not in the employment of the company.
 Agency issues ID & PASSWORD.
 At the 1st login attempt, change password.
 Select the company for which you want to
vote , under voting section.
 Cast Vote:-
◦ For.
◦ Against.
◦ Abstain.
 Shareholder’s can also split votes within the
total rights held by him.
 Votes once cast cannot be modified.
 Dispatch Notice by:-
  Registered Post
  Speed Post
  Courier
  E – mail
  Any other electronic means
 Notice shall also be placed on the website of the
company plus that of Agency.
 Notice should be sent to all the members, auditors
& directors of the Company.
 Notice should clearly explain the process & manner
of voting.
 NEWSPAPER ADVERTISEMENT
CONTENT
- Advertise, at least 21 days before the date of GM.
- English + Vernacular Newspaper
- Notice Being Sent specifying the following
matters:-
- Business to be transacted Electronically.
- Cut –off –date .
- Date & time of commencement & end of E-voting.
- Address of the Website Agency
- Statement that Remote e-voting shall not be allowed beyond
date.
- Contact details of the person responsible to address the
grievances.
 E-VOTING PERIOD

 Shall Remain open for not less than 3 days

 Shall close at 5.00pm on the date preceding

the date of general meeting of the company.

 Shareholders holding shares in physical form

or dematerialized form, as on the record date
may cast their vote electronically.
 SCRUTINY OF E-VOTING
 BOD should appoint 1 or more scrutinizers.
 He should prepare report, to be counter signed by the
chairman. (Not later than 3 days of the conclusion of
the meeting)
 Scrutinizer should maintain a register with the details
such as name, address, folio no. of client ID, No. of
shares held & nominal value etc.
 Scrutinizers should keep the documents in safe
custody till the chairman approves & signs the
minutes.
 Result Declared & Report shall be placed on the
website of the company+ Agency+ Stock Exchange.