Company Meetings

Types of meetings
Essentials of a valid meeting
 Lecture Objectives
• Describe the ingredients for holding a valid
meeting
• Recognize the types of meetings in a
company
• Comprehend the provisions associated
with the various types of meetings
A Company Meeting is defined as “A
Gathering of two or more persons for the
purpose of transacting the lawful business of
the company”.
 Can a single Member
Constitute a Valid Meeting?
• Ordinarily, a single member present cannot form a quorum, as a single
member cannot constitute a meeting. This is because meeting prima facie
means coming together of two or more than two persons.

• The Companies Act also uses the expression “members” which shows that
more than one member is expected to be present.
 Problem
A meeting of a company was called to make
a call. Out of several shareholders only one
turned up. He had the proxies of other
shareholders. He himself took the chair and
passed a resolution making the call. He also
proposed and passed a vote of thanks. 
Analyze – meeting is valid?
• It was held that the ‘call’ made was invalid
since there was no meeting. The term
meeting prima facie means the coming
together of more than one person.
However, under the following circumstances even a single member present
may constitute the quorum and, therefore, a valid meeting:
When the Tribunal or Central Govt. calls or directs the calling of an annual
general meeting, it has the authority to direct one member of the company
present in person or by proxy shall be deemed to constitute a meeting.
When a class of members or creditors consists of one person, that
member alone can constitute the meeting of that class and can pass a
resolution by signing it e.g., when all the shares of a particular class are held by
one person only.
Kinds Of Meetings
 Annual general Meeting
• Every company public or private other
than a One Person Company required to
hold AGM
• Regular meeting of members of company
• Must be held each year in addition to any
other meeting
 First AGM
• Time of holding first AGM-It should be held within 9 months from
the date of closing of first financial year and this can not be
extended even by registrar
• When First AGM is held within 9 months, then it shall not necessary
for the company to hold any annual general meeting in the year of
incorporation and in any other case,
• Time of holding subsequent AGMs --within a period of six
months, from the date of closing of the financial year :
• However the gap between two AGMs should not be more than 15
Months.
If a company is incorporated in Jan,2013,
and it adopts financial year closing on 31st
December, it may hold its first annual
meeting in May 2014, and that meeting will
be deemed to be the annual general meeting
for 2013 and 2014.
Reason- First AGM should be held within 9
months from the date of closing of financial
year i.e Dec 2013
 Please Note
 Statutory meeting was the first meeting of members as per companies act
1956
 It was be conducted within a period of not less than one month nor more
than six months from the date at which the company is entitled to
commence business
 Companies act 2013 does not contain any corresponding section relating to
statutory meeting and statutory report
 Time of holding subsequent
AGM
• The subsequent AGM must be held within 6 months from the date of closing
of the financial year
• Not more than fifteen months shall elapse between the date of one annual
general meeting of a company and that of the next
• The registrar may for special reasons extend the time of holding AGM by a
period not exceeding 3 months
• Notice of AGM- 21 days clear notice in writing or electronic mode must ne
given to every member
• Shorter notice may also be given if agreed by 95% of the member entitled
to vote in meeting
• Place ,day and hours should be specified in notice
• Time of Holding AGM- Every annual general meeting shall be called during
business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a
National Holiday and
• Place of holding Meeting :Meeting must be held either at the registered
office of the company or at some other place within the city, town or
village in which the registered office of the company is situated

• Note: Provided that the Central Government may exempt any company from the provisions of
Time and place of holding meeting subject to such conditions as it may impose.
• Source - http://www.mca.gov.in/SearchableActs/Section96.htm
 National Holiday

“National Holiday” includes Republic Day, i.e., 26th January,

Independence Day, i.e., 15th August, Gandhi Jayanti, i.e., 2nd
October and such other day as may be declared as National
Holiday by the Central Government.
 Consequences of failure to hold
AGM
• On the application of any member of the company Tribunal may,
notwithstanding anything contained in this Act or the articles of the
company, call, or direct the calling of, an annual general meeting of the
company and give such ancillary or consequential directions as the Tribunal
thinks fit.
• A general meeting called by tribunal shall be deemed to be an annual
general meeting of the company under this Act.
• Punishment for default –
•   The company and every officer of the company who is in default shall be
punishable with fine which may extend to one lakh rupees and in the case
of a continuing default, with a further fine which may extend to five
thousand rupees for every day during which such default continues.
 Importance of AGM
• Annual accounts of company are
presented
• Dividends are declared
• Appointment and retirement of auditor
• Appointment and retirement by rotation of
directors
 EGM
Any General Meeting other than AGM will be called as an ‘Extraordinary
general meeting’.
Business which arises between two annual general meetings and being
urgent and cannot be deferred till the next annual general meeting., is
transacted at an extraordinary general meeting.
Legal Rules of EGM
It may be convened by :
- by the BoD on its own OR
- by the BoD on requisition of
members
- by the requisitionists themselves if
the BoD fails to call the meeting
- By the NCLT
 by the BoD on its own OR

• Bod can call a EGM wherever it thinks fit

to call the meeting
 IMPORTANT Change
The Board may, whenever it deems fit, call an extraordinary general
meeting  of the company 
"Provided that an extraordinary general meeting of the company, other
than of the wholly owned subsidiary of a company incorporated outside
India, shall be held at a place within India.".
Source-Companies (Amendment) Act, 2017 dated 03.01.2018 
• The Board shall, at the requisition made by,—
• (a) in the case of a company having a share capital, such number of
 members who hold, on the date of the receipt of the requisition, not less
than 1/10th of such of the  paid-up share capital  of the company as on
that date carries the right of voting;
• (b) in the case of a company not having a share capital, such number of
members who have, on the date of receipt of the requisition, not less than
1/10th of the total voting power of all the members having on the said
date a right to vote, call an extraordinary general meeting of the company
within the period specified in sub-section (4).
 by the BoD on requisition
of members
The Board shall, at the requisition made by,—
(a) in the case of a company having a share capital, such number of members
who hold, on the date of the receipt of the requisition, not less than one-tenth of
such of the paid-up share capital of the company as on that date carries the
right of voting;
(b) in the case of a company not having a share capital, such number of
members who have, on the date of receipt of the requisition, not less than one-
tenth of the total voting power of all the members having on the said date a
right to vote,
(3) The requisition must set out the matters for the consideration of which the
meeting is to be called and shall be signed by the requisitionists and sent to
the registered office of the company.
.
 By the requisitionists themselves
• If the Board does not, within twenty-one days from the date of receipt of a
valid requisition in regard to any matter, proceed to call a meeting for the
consideration of that matter on a day not later than forty-five days from the
date of receipt of such requisition, the meeting may be called and held
by the requisitonists themselves within a period of three months from the
date of the requisition.
• Any reasonable expenses incurred by the requisitionists in calling a meeting
shall be reimbursed to the requisitionists by the company and the sums so
paid shall be deducted from any fee or other remuneration under
payable to such of the directors who were in default in calling the
meeting.
• Cancellation of meeting – If the quorum is not present within half an
hour meeting shall stand cancelled
 By the requisitionists themselves

(4) If the Board does not, within twenty-one days from the
date of receipt of a valid requisition in regard to any matter,
proceed to call a meeting for the consideration of that
matter on a day not later than forty-five days from the date
of receipt of such requisition, the meeting may be called
and held by the requisitonists themselves within a period
of three months from the date of the requisition
 By the requisitionists themselves
 5. A meeting under sub-section (4) by the requisitionists shall be called
and held in the same manner in which the meeting is called and held
by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a
meeting under sub section (4) shall be reimbursed to the requisitionists
by the company and the sums so paid shall be deducted from any fee
or other  remuneration  under section 197 payable to such of
the  directors who were in default in calling the meeting.(Effective from
01-04-2014)
  Power of Tribunal to call EGM
• If for any reason it is impracticable to call a meeting of a
company, other than an annual general meeting,
Tribunal has the power to call, hold or conduct a meeting
• Meeting will be called, held or conducted in accordance
with its directions
• The Tribunal can make such order on the application of
any director or member of the company who would be
entitled to vote at the meeting
 Class meetings
Generally the companies have two classes of
share holders
a)Equity share holders
b)Preference share holders

Meeting to discuss the matters affecting one class,

only a particular class of share holders is held.
 Board Meetings
Board Meetings – At least 1 meeting in
every three calendar months
– At least four meetings in a year
– Quorum of Meeting – 1/3 of the total strength
of directors
 Other Meetings
1. Meetings of debenture-holders
2.Meetings of creditors
 Requisites/ Essentials /
Legal rules for a Valid Meeting
1. Proper Authority – BoD, NCLT if BoD fails to call a general meeting
2. Notice of Meeting ( can be in writing or electronic mode)
length (not less than 21 days, can be given in less than 21 days too under
some circumstances )
- notice to whom (members, auditors, directors Legal representative
deceased/ the assignees of an insolvent)
- omission (deliberate omission to give notice is not sent to a single
member may invalidate the meeting )
- content (place, day, hour, business to be transacted-General and
special)
A statement setting out the following material facts concerning each item
of special business to be transacted at a general meeting, shall be
annexed to the notice calling such meeting.
Requisites/ Essentials / Legal rules for a Valid Meeting

3. Quorum
- minimum no. of persons who should attend the meeting
- fixed by articles
In Public company:

In Private company: ( two members to be personally present)

a. meeting on request of members would be dissolved if people doesn’t come within ½ hour & in
other cases the meeting gets adjourned
b. BoD must tell the meeting date
c. If Quorum is less in adjourned meeting, present will validate
d. To calculate quorum, only members personally present are counted and no “proxy” shall be
counted
e. Quorum to be present in the beginning
If the quorum is not present within half-an-hour from the time
appointed for holding a meeting of the company—
(a) the meeting shall stand adjourned to the same day in the next week at the same
time and place, or to such other date and such other time and place as the Board
may determine; or
(b) the meeting, if called by requisitionists under section 100, shall stand cancelled:

Provided that in case of an adjourned meeting or of a change of day, time or place of

meeting under clause (a), the company shall give not less than three days notice to the
members either individually or by publishing an advertisement in the newspapers (one in
English and one in vernacular language) which is in circulation at the place where the
registered office of the company is situated.

If at the adjourned meeting also, a quorum is not present within

half-an-hour from the time appointed for holding meeting, the
members present shall be the quorum.
Requisites/ Essentials / Legal rules for a Valid Meeting
4.Chairman
•Unless the articles of the company otherwise provide, the members
personally present at the meeting shall elect one of themselves to be the
Chairman thereof on a show of hands
•The chairman is a proper person to put resolution in the meeting, count
the votes, declare the result and authenticate the minutes by signature

Important duties of chairman

– Must act honestly and in the interest of company
– Ensure that meeting is properly called and proceedings of meetings properly
conducted
– Must preserve the order in the meeting
– Must give chance to members to discuss any proposed resolution
– Must exercise his powers of adjournment of meeting and demanding of poll
honestly and correctly
 Requisites/ Essentials / Legal rules for a Valid Meeting

5. Minutes of meeting
(i) made within 30 days of the conclusion of every meeting
(ii) Minute book
(iii) Numbering of pages
(iv) Signing of minutes (on each page)
- In case of Board or committee meeting, chairman of the
same or next meeting
- In case general meeting, chairman of the same meeting & if
he’s dead or unable then director authorised by the Board
(v) fair and correct summary
 Proxy
• Any member of a company  entitled to attend and vote at a meeting of the company
shall be entitled to appoint another person as a proxy to attend and vote at the
meeting on his behalf
• A person appointed as proxy shall act on behalf of such member or number of
members not exceeding fifty and such number of shares  as may be
prescribed. (Effective from 01-04-2014)
• Proxy need not be a member
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.
 Proxy
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
 Time of lodging proxy or proxy instrument:
The duly completed instrument of proxy must be deposited with the company 48 hours
before the time fixed for the meeting..
Revocation of proxy:
A member may revoke the proxy’s authority by attending and voting himself before proxy
has voted
 Types of resolution:
(not a part of essentials of a meeting )

(i) Ordinary resolution( Eg -15.8- page 355)

- is a resolution passed at a general meeting of a company
by a simple majority of votes (i.e votes cast in favour of the
resolution exceed votes cast against it) including the casting
vote of chairman,if any.
- votes can be person or in proxy (if proxy is allowed)
(i) Special resolution (Eg 15.9- page 356)
- the intention of passing special resolution should be clear
in the notice
- votes cast in favour of the resolution by the members
entitled to vote are not less than 3 times the number of
votes cast against the resolution
- votes can be person or in proxy (if proxy is allowed)
State whether true or false:
The companies Act,2013 contains a any provision
with regard to a statutory meeting.
• True
• False
 The gap between two AGMs cannot be more
than?

a) 10 months
b) 12 months
c) 15 months
d) 22 months
Which of the following companies need not to hold
AGM?

a) Public company
b) One person company
c) Private company
 The first AGM should be held within _____:

a) 12 months
b) 15 months
c) 13 months
d) 9 months
 EGM should be held. From how many days of receipt for
requisition,

a) 30 days
b) 45 days
c) 60 days
d) 21 days
 Who can call for EGM
a) Members having paid up capital of not
less than 1/10th
b) Members having paid up capital of not
less than 1/20th
c) Members having paid up capital of not
less than 1/50th
d) None of the above
 Which of the following is not a Valid date for
holding a Annual General Meeting?

 
a) 15th September
b) 15th August
c) 15th January
d) 15Th October
 Quorum should be present at the meeting
during______

a) First half an hour

b) First two hours
c) Last one hour
d) Last half an hour