Company Meetings

Dr. Vidhi Madaan Chadda

BCom (H) ACS LLM Ph.D
 • The module on ‘meetings of
companies’ encompass the concept of
meetings and its significance for an
incorporated entity.
• The module will particularly delve into
the concept of the various company

Overview meetings, their significance in the

conduct of companies’ business and
relevance for the stakeholders of the
company.
• The module will further cover the
procedural compliances with respect
to holding the meetings as per the
provisions of the Companies Act, 2013
Learning Objectives
To conduct the business of a company and to decide upon its future strategies,
various stakeholders meet to decide upon the same. This module will facilitate
the students to understand the concept of company meetings and their
benefits.

Different stakeholders in a company interact through various platforms.

Hence various kinds of meetings are convened in a company to transact the
business in a company. This module will illustrate these kinds of company
meetings like the members’ meetings, directors’ meetings, creditors
meetings etc. and their importance.

Not every kind of stakeholder gathering constitutes a valid meeting. Only

those meetings which are convened in compliance and consonance with the
provisions of the Companies Act, 2013 and rules made thereunder are
considered valid from the point of decision making. The module will
deliberate upon the said provisions and rules.
Learning Outcomes: This module will facilitate
the students to:
Understand the concept of company meetings and their significance
in the conduct of business of a company

Understand various kinds of company meetings and their importance

Understand the procedure to be complied with as per the Companies

Act, 2013 and the rules while conducting and convening a valid
meeting
What are Meetings?

The term meeting has not been defined under any of the Company
Legislations including Companies Act, 1956 or Companies Act, 2013

The term meeting has a possibility of having a variety of shades and

hues [SP Arora v. Roshanara Club]

Traditionally a meeting constitutes gathering or coming together of two

or more persons for any lawful purpose.
Company Meetings

Every meeting or gathering of stakeholders of a company would not be regarded

as a valid meeting for the purpose of taking binding decisions.
• Only those meetings which are convened and held in accordance to the provisions of the
Companies Act, 2013 and the rules appended thereto like the Companies (Meetings of Board
and its Powers) Rules, 2014 and Companies (Management and Administration) Rules, 2014 are
considered to be valid meetings.

A number of meetings are convened in a company and are generally

classified as members’ meetings, directors’ meetings and other meetings.
Companies Act, 2013 and Company Meetings
The focus of the Companies Act, 2013 has been on enhancing
transparency, shareholders’ democracy and protection of the interest of
the investors.

Few changes for regulating meetings have been introduced by the new
Act.

For example, the requirement of holding a statutory meeting of

members at the time of commencement of business of a company for
any public company (required under the Companies Act, 1956) has
been done away with, the concepts of video-conferencing and e-voting
have been introduced for increased participation of members.
 • Annual General
Members’ Meetings
Meetings • Extra-ordinary
General Meetings

• Board Meetings
Directors’
Meetings • Committee
Meetings

• Class Meetings
Other
Meetings • Creditors’
Meetings
Members’ Meetings

Annual • Each year every company is required to hold at least one

meeting of its members’ which is known as an annual general
meeting (AGM). An exemption from holding an annual general
General meeting is only given to a one-person company.
• The AGM is required to be held within a period of six months

Meeting- from close of the financial year

• The first AGM shall be held within nine months from the date
of close of first financial year
Section 96 • The registrar may on sufficient cause being shown may extend
the time to a maximum of three months for holding the AGM
Date Time Venue
• any day • During Business Hours • registered office of the
• must not be a National • 9 a.m. and 6 p.m. company
Holiday. Here “National • at some other place within
Holiday” means and the city, town or village in
includes a day declared as which the registered office
National Holiday by the of the company is situate
Central Government.
Business to be transacted at an annual general meeting (section
102)
• consideration of financial statements, Board reports and
auditor’s report,
• declaring dividends,
• appointment of directors and
• appointment and salary fixation of the auditors of the
company.
 Extra- • All other member’s meeting other than
AGM are called EGM
Ordinary • All the business transacted at such EGM
General are considered as special business
• It is a vested right of a shareholder to
meeting requisition a general meeting per the
(Section 100) provisions of the Act
 The Tribunal

The Who
Requisitionists may call The Board
themselves an EGM?

The Board on
requisition of the
shareholders
Requisites of a valid Meeting

• Notice shall be served to every member, director and auditor of

the company either in writing or electronic mode
• Notice to be served at least 21 days’ prior to the meeting, but
the meeting may also be called at shorter notice ( by approval
Notice of the of 95 percent of the members voting at the meeting)
• It must provide for the date, time and venue of the meeting
Meeting- Section along with the agenda items to be transacted at such meeting
101
Quorum of the Meeting

For conducting a valid meeting and transacting

lawful and binding businesses, minimum number
of members are required to attend the meeting,
so as to constitute quorum for the meeting
 Quorum of a
general meeting

Public Private
Company Company

five members personally fifteen members personally thirty members personally

present ( when present (when the membership present (when the
membership of the of the Co. as on the date of two members
meeting is more than one
membership of the Co. as
company as on the date of personally present
thousand but up to five on the date of the meeting
meeting is upto one
thousand) is more than five thousand)
thousand)
Chairman of a meeting (section 104)

Chairman is elected by a show of hands by the

members personally present at the meeting

Chairman presides over the meeting and is required

for orderly conduct of the meeting

In case, if poll is demanded for electing the Chairman the

provisions of the Act shall apply for such poll. The earlier
chairman shall continue as chairman until the new is appointed
Proxies (section 105)

Member may participate in a meeting, in person or through a

duly appointed proxy (In case of Section 8 company, the proxy
shall also be a member)

Proxy does not possess the right to speak at such meetings nor is
entitled to vote except in case of poll

A member can revoke his proxy by furnishing a notice in the said

effect in writing
Voting at a meeting (section106)

Right to vote can only be restricted by the

articles of a company when such shares
are partly paid or on which lien has been
exercised
Voting by show of hands (Section 107)

When a resolution is to be passed at a general meeting, voting takes place by show of hands unless
the members ask for a poll or voting happens electronically. Such voting is evidenced though the
Chairman’s declaration and an entry to this effect in the minutes of the meeting.

Voting through electronic means [Section 108 read with Rule 20 Companies (Management and Administration)
Rules, 2014]
In order to have maximum participation in the meetings e-voting is allowed. The Central Govt. may
prescribe in accordance with Rule 20, certain class or classes of companies and also the manner in
which a member may vote by the electronic means. E- Voting is to be mandatorily followed by a
Listed Company and an Unlisted Company having more than 1000 shareholders

Demand for a Poll (Section 109 read with Rule 21 Companies (Management and Administration) Rules, 2014):
A poll may be either ordered by the chairman suo moto or may be demanded by such number of members prescribed
under this section. Where a resolution is to be passed through poll, the Chairman shall require the assistance of certain
persons for scrutinising the poll and the votes and to prepare a report in accordance with the Rule 21 of Companies
(Management and Administration) Rules, 2014). The Chairman has the power to regulate the poll in accordance with the
said rules.
Postal Ballot (Section 110 read with Rule 22 Companies (Management and Administration) Rules, 2014): A Central Government
notification may declare certain business items (excluding the items of ordinary business) to be dealt vide the postal ballot.Any
resolution passed by the required majority by a postal ballot shall be deemed to be passed at a duly convened general meeting.

Following items of business shall be transacted only by means of voting through a postal ballot-
(a) alteration of the objects clause of the memorandum and alteration of the main objects of the memorandum;
(b) change in place of registered office outside the local limits
(c) change in objects for which a company has raised money from public through prospectus
(d) issue of shares with differential rights
(e) variation in the rights attached to a class of shares or debentures or other securities
(f) buy-back of shares by a company
(g) election of a director
(h) sale of the whole or substantially the whole of an undertaking of a company
(i) giving loans or extending guarantee or providing security in excess of specified limit
Resolutions
Ordinary Resolution (section 114)
• When the votes cast in favor
exceed the votes cast against
them
• Members can vote in person or
through proxy
Special Resolution
• Notice is required to be given
specifying it as a special
resolution
• Votes cast by eligible members
must be three times in favor
against the votes cast against
such resolution
Special Notice
• According to section 115, any
such notice required to be given
shall be brought at the instance
of member(s) holding not less
than one percent of total voting
power (in case of company not
having share capital) or
member(s) holding shares on
which an aggregate sum of not
exceeding five lakh rupees, paid
up on the date of notice. Rule
23, further provides the time
and means of sending such
special notice
Minutes of the meeting (section 118 read with Rule 25
Companies (Management and Administration) Rules, 2014)

Companies are required to keep and maintain a true and fair view of the proceedings of the
meetings in the form of minutes in accordance with the Act and Secretarial Standards

Minutes must be signed by the Chairman within 30 days of conclusion of the meeting

Minutes of the meeting shall have an evidentiary value for the proceedings mentioned
therein
Directors’ Meetings [Section 173 read with Rules 3 and 4 of the
Companies (Meetings of Board and its Powers), 2014]

• Board meeting shall be held within 30 days’ of the incorporation of the

Board Meetings company

• Thereafter, at least four board meetings must be held in a year with not more
than 120 days’ gap between two successive board meetings

• Such meeting can be held in person or through video conferencing or any

Modes other audio visual means

• There are certain matters listed in the rules that prevent certain matters to
be dealt in a meeting held through video conferencing mode

• Notice must be sent to all the directors at least seven days’ in advance
Notice • The meeting can also be held at a shorter notice with the consent of the
majority of directors present in the meeting
Committee Meetings

• Such committee shall take all decisions in regard to the CSR policy of the company
CSR Committee • Such committee shall comprise of a minimum of three directors including one independent director

• It is a mandatory committee for a listed company and for other prescribed public limited companies
fulfilling a prescribed monetary threshold regards the turnover, paid up share capital or outstanding loan
Audit Committee and debenture
• Chairman of such audit committee shall be present at the AGM to address concerns of the members.
This Committee looks into the terms of appointment and performance of the auditors.

Nomination & • It is a mandatory committee for a listed company and for other prescribed public limited companies
fulfilling a prescribed monetary threshold regards the turnover, paid up share capital or outstanding loan
Remuneration and debenture
• It is required to ensure that level and composition of remuneration is reasonable and sufficient to
Committee attract, retain and motivate directors
Other meetings
Class meetings Creditors’ Meetings

• These type of meetings are held for a particular

section of members only
• These type of meetings are held for
• only the members holding shares of a particular both the types of creditors viz.
class may attend and vote at the meeting as the secured as well as unsecured
resolution so passed would be binding upon such
class of members. • Such meetings are usually held at
• Such meetings are held only when the rights of the time of approving the scheme
such members are altered or affected of merger (section 232) and
• section 48 of the Act dealing with the variation of
shareholders’ rights, provides that where share amalgamation or at the time of
capital of the company is divided into different company going in for voluntary
classes of shares, the rights attached to the shares
of any class may be varied with the consent in
winding up (section 306)
writing of the holders of at least three-fourths of
the issued shares of that class or by means of a
special resolution passed at a separate meeting of
the holders of the issued shares of that class