Scope

Company Meetings

Types

Quorum
Presented by Working Group D1
Conduct procedure

Passing of resolution
COMPANY MEETINGS

What is a company meeting?

A company is an association of several
persons for some common objects in which
decisions are made according to the view of
majority.

Gathering of authorised persons for

conducting some lawful business.
Formal dialogue between
administration of the company
The Company Act 2013, contains various
provisions governing company meeting.
TYPES OF MEETING
Company Meetings

Meetings of Members Board Meetings Other Meetings

Meetings of
General Meetings Class Meetings debenture holders

Annual General
Meeting Meetings o0f
creditors
Extraordinary
General Meeting
TYPES OF MEETING : MEETINGS OF MEMBERS

In these meetings, members of the company meet to discuss various matters and take
decisions.

Class meetings General meetings may take any of the

following forms under the provision of the
Meetings held by the holders of a particular
Act:
class of shares.
1. Annual General Meeting
2. Extraordinary General Meeting
TYPES OF MEETING : BOARD MEETINGS

Meetings of the board refer to meetings of Directors .

These meetings are held to discuss all major concerns.

There are several rules which are to be considered while conducting a board meeting.
TYPES OF MEETING : OTHER MEETINGS

A company may conduct meetings of other persons related to and interested in affairs of the company.

Meetings of debenture holders Meetings of creditors

QUORUM

 A Quorum means the minimum number of members that have to be present in a meeting.

 Under the Act, the quorum for a General Meeting, a Board Meeting and an Extraordinary General
Meeting is enumerated within its provisions.
 When a quorum is not met during a meeting, the existing attendees are still allowed to conduct certain
actions according to Robert's Rules of Order.
Penalties for default in holding a General Meeting

 In case a company fails to hold an AGM within the stipulated time, the Tribunal may itself or on an
application made by any director or member order an AGM to be conducted as per its directions.
 If the company further defaults in holding a meeting in accordance with the directions of the Tribunal,
the company and every officer of the company who commit the default shall be punishable with a fine
of up to Rs 1 lakh.
 In case of continuing default, a fine of Rs 5,000 per day is levied for each day during which the
default continues.
Penalties for not attending a Meeting

 Every officer of the company whose duty is to give notice and who fails to do so shall be liable to a
penalty of twenty-five thousand rupees for not complying with section 173 under The Companies Act,
2013.
 The company shall be liable to a penalty of twenty-five thousand rupees and every officer of the
company who is in default shall be liable to a penalty of five thousand rupees for not observing and
following Secretarial Standard – 1.
CONDUCT PROCEDURE

Notice, agenda and notes on agenda shall be given at least 7 days before the Meeting 

Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered
post or by facsimile or by e-mail or by any other electronic means.

The participation of Directors in a meeting of the Board may be either in person or through video conferencing or
other audio-visual means

Quorum shall be present not only at the time of commencement of the Meeting
but also while transacting business.
CONDUCT PROCEDURE

Quorum shall be present not only at the time of commencement of the Meeting but also while transacting
business.

Presence of Chairperson shall be required.

Maintain the Minutes Book for Signing the minutes of Previous Board Meeting by the Chairman.
PASSING OF RESOLUTION
The formal decision of a meeting on any proposal placed before it

Ordinary Resolution
• A resolution passed by a simple majority
• As per Section 114(1), a resolution shall be an ordinary resolution
• Notice under this act is duly given and passed by votes cast:
• Show of hands, electronically or on a poll
• Vote in person or by proxy or by post ballot
• Casting vote if any of Chairman

Special Resolution
 A resolution passed by at least three-fourth majority.
 As per Section 114(2), a resolution shall be special resolution when,
 Intention to propose special resolution is duly specified in the notice
 The notice required has been duly given
 At least 3/4th majority
PASSING OF RESOLUTION

Need of Special Resolution

 To alter object’s clause of memorandum
 To alter or change the name of the Company
 To alter articles of Company
 To change the name of the Company by omitting the word “Limited” or “Private Limited”

Resolution Requiring a Special Notice

• A prior intention to move the resolution has to be given to members

• Notice given by members holding not less than one percent voting power or holding shares not exceeding 5
lakhs Rs.
• Prior intention enables the members to be prepared for discussion.
• In case of Companies Act, the intention should be notified to Company at least 14 clear days before the
meeting
Need of Special Notice

• To appoint an auditor other than retiring auditor

• To remove a director before expiration
• To appoint another director in place of removed one
• Where articles provide for serving a special notice for a resolution

CAES STUDY

Vinod Rai failed to secure place on the Board of IDFC Ltd as 62.28% votes from
shareholders were against his nomination as Director till May 22, 2023.