SHAREHOLDERS MEETINGS

1. Types of Meetings:
Shareholder meetings in India typically come in three main types:
- Annual General Meeting (AGM): An AGM is held once a year, within six months from the end of the
financial year. It is mandatory for every company, and its purpose is to discuss the financial statements,
elect directors, appoint auditors, and other matters of significance.
- Extraordinary General Meeting (EGM): An EGM is convened as and when necessary, outside the
regular AGM schedule, to discuss urgent matters that cannot wait until the next AGM. These could
include crucial decisions like changes in the company's capital structure, alteration of articles of
association, etc.
- Class Meetings: These are meetings held for specific classes of shareholders, such as preference
shareholders, debenture holders, etc., to discuss matters directly concerning their interests.

2. Convening Authority:
The power to convene shareholder meetings lies with different entities depending on the type of
meeting:
- AGM: The board of directors is responsible for convening the AGM within the stipulated time frame.
- EGM: The board can convene an EGM, or it may be convened upon requisition by shareholders
owning at least 10% of the total voting power, or as per the direction of the Company Law Tribunal
(NCLT).
- Class Meetings: These are usually convened by the board of directors based on the terms specified in
the articles of association or upon requisition by the shareholders of that class.

3. Conduct of Meetings:
The conduct of shareholder meetings is governed by various laws and regulations, including the
Companies Act and the company's articles of association. Some key points regarding the conduct of
meetings include:
- Proper notice must be given to all shareholders as per the statutory requirements and provisions of
the articles of association.
- The meeting must have a quorum, which is the minimum number of members required to be present
to validate the proceedings. Quorum requirements are specified in the articles of association.
- The chairman of the board or, in their absence, another director nominated by the board, usually
presides over the meeting. They ensure that the meeting proceeds smoothly, following the agenda and
maintaining order.
- Resolutions are proposed, discussed, and voted upon during the meeting. Each shareholder typically
has one vote per share held, unless the articles of association provide otherwise.

4. Requisites of a Valid Meeting:

Several prerequisites must be met for a shareholder meeting to be considered valid:
- Notice: Proper notice must be given to all shareholders as per the requirements of the Companies Act
and the company's articles of association. The notice must include the date, time, and venue of the
meeting, along with the agenda and explanatory notes on resolutions, if any.
- Quorum: There must be a quorum present to conduct business. The quorum requirement is usually
specified in the articles of association and must be met for the meeting to proceed.
- Chairperson: A chairperson must preside over the meeting, ensuring that it is conducted in an orderly
manner and in accordance with the law and the company's articles of association.
 - Recording of Minutes: Detailed minutes of the proceedings of the meeting must be recorded and
maintained as per the Companies Act. The minutes must accurately reflect all decisions taken and
resolutions passed during the meeting.

5. Resolutions:
Resolutions are formal decisions made by the shareholders during the meeting. They can be classified
into two main types:
- Ordinary Resolutions: These are passed by a simple majority of shareholders present and voting at
the meeting. They are used for routine matters such as approval of financial statements, appointment of
auditors, etc.
- Special Resolutions: Special resolutions require a higher threshold for approval, typically a majority of
not less than 75% of the votes cast by shareholders entitled to vote. They are used for significant matters
such as alteration of the company's memorandum or articles of association, changes in share capital, etc.

In conclusion, shareholder meetings in India play a vital role in corporate governance and decision-
making. They provide shareholders with an opportunity to participate in the management of the
company, exercise their voting rights, and hold the management accountable. Adherence to legal
requirements and proper conduct of meetings are essential to ensure transparency, fairness, and
compliance with the law.

BY RUSHAD NADEEM
B.Com (Hons)
202307681