Meetings and Proceedings

Meaning : Meeting
Gathering of people
for a
particular purpose
 Importance of Meetings
1. Discussion on state of affairs
2. Ratification of acts done by the directors
3. Company is separate from the members
4. To converge and give decisions on the
actions taken by the directors
Requisites of a Valid Meeting : (2014 edition)
1. Proper Authority
- BoD
- members
- CLB

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 )
(A general meeting may be called after giving a shorter notice if consent
is given in writing or by electronic mode by not less than ninety-five per
cent. of the members entitled to vote at such meeting.) 

- notice to whom (members, directors and auditors, nominee

deceased/assignee of insolvent)
- omission (Invalid if intentional but valid if accidental omission of names)
- content (place, day, hour, business to be transacted)
- Adjourned meetings notice (given separately if adjourned sine die, not
required if adjourned bona fide)
• Statement to be annexed to notice (Section 102)
A statement setting out the following material facts concerning each item of
special business and ordinary business to be transacted at a general meeting,
shall be annexed to the notice calling such meeting.
Special Business:
i) Removal/ election of director
ii) Issue of right/bonus shares
ordinary business: other than special
i) the consideration of financial statements and the reports of the Board of Directors
and auditors;
ii) the declaration of any dividend;
iii) the appointment of directors in place of those retiring;
iv) the appointment of, and the fixing of the remuneration of, the auditors.
3. Quorum (to be present at the time of transacting business, may not be throughout or vote
time)
- minimum no. of persons who should attend the meeting
- fixed by articles
In Public company:
(i) 5 members personally present if the number of members as on the date of meeting is
not more than one thousand;
(ii) 15 members personally present if the number of members as on the date of meeting
is more than one thousand but up to five thousand;
(iii) 30 members personally present if the number of members as on the date of the
meeting exceeds five thousand;
In Private company: ( two members to be personally present)
a. meeting called 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 (on that day itself or before start of next week)
c. If Quorum is less in adjourned meeting, present will validate
NOTE:
(a) 1 person counted as 2 quorum if he holds share in different capacity like trustee and
himself.
(b) Proxy not counted as quorum even if articles allow.
What when total no. of members fall below the quorum fixed ???
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.
• If a poll is demanded on the election of the Chairman, it shall be taken forthwith in
accordance with the provisions of this Act and the Chairman elected on a show of
hands under sub-section (1) shall continue to be the Chairman of the meeting until
some other person is elected as Chairman as a result of the poll, and such other
person shall be the Chairman for the rest of the meeting.

5. Minutes of meeting
(i) made within 30 days of the conclusion of every meeting
(ii) Minute book & its use
(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
A. PROCEDURE OF MAINTENANCE OF MINUTES:
•Minutes shall be recorded in books maintained for that purpose.
•A distinct Minutes Book shall be maintained for Meetings of the Board and each of
its Committees.
•Minutes in electronic form shall be maintained with Timestamp.
•A company may maintain its Minutes in physical or in electronic form with
Timestamp.
•Every company shall however follow a uniform and consistent form of maintaining
the Minutes. Any deviation in such form of maintenance shall be authorized by the
Board.
•Minutes shall not be pasted or attached to the Minutes Book, or tampered with in
any manner.

Note : If a person is found guilty of tampering with the minutes of the proceedings
of meeting he shall be punishable with imprisonment for a term which may extent
to 2 years and with fine which is 25000/- to 1 Lac.
•The pages of the Minutes Books shall be consecutively numbered.
This shall be equally applicable for maintenance of Minutes Book in
electronic form with Timestamp.

•In the event any page or part thereof in the Minutes Book is left
blank, it shall be scored out and initialled by the Chairman who
signs the Minutes

•Minutes of the Board Meeting shall be kept at the Registered

Office of the company or
At such other place as may be approved by the Board
B. RECORDINGS OF MINUTES:
a) Minutes shall contain a fair and correct summary of the proceedings of the
Meeting:
•The Company Secretary shall record the proceedings of the Meetings.

•Where there is no Company Secretary, any other person duly authorized by the
Board or by the Chairman in this behalf shall record the proceedings.

•The Chairman shall ensure that the proceedings of the Meeting are correctly

recorded.

b) Minutes shall be written in clear, concise and plain language:

Note : The Chairman has absolute discretion to exclude from the Minutes, matters
which in his opinion are or could reasonably be regarded as defamatory of any
person, irrelevant or immaterial to the proceedings or which are detrimental to the
interests of the company
•The date of entry of the Minutes in the Minutes Book shall be recorded by the
Company Secretary.

•Where there is no Company Secretary, it shall be entered by any other person

duly authorized by the Board or by the Chairman.

•Minutes, once entered in the Minutes Book, shall not be altered.

Note :

1.Minutes books shall be preserved PERMANENTLY, whether in Physical or

Electronic form.
2. The Minutes in respect of the original Meeting as well as the adjourned
Meeting shall be entered in the Minutes Book within thirty days from the date
of the respective Meetings.
 Types of resolution:

(i) Ordinary resolution

- 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
- 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)
Refer this link too: (discuss in brief)
http://www.companylawclub.co.uk/topics/types_of_resolutions.shtml
Classification
of
Meetings
General Meetings/Meetings of
Shareholders or Members
a. Statutory Meeting
b. Annual General Meeting (AGM)
c. Extraordinary General Meeting (EGM)
 Statutory Meeting
(2014 edition)

First meeting of the shareholders and held only once

in lifetime of a company.
• Who can hold ??
Public company limited by shares or limited by guarantee having a share capital

• Rule:
Must 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.
Contents of Report:

• Total no. shares allotted

• Cash received on amount of shares allotted
• Abstract of receipts and payments
• Directors and Auditors
• Preliminary contracts and expenses
• Underwriting Contracts
• Arrears of calls (from directors and managers)
• Commission & Brokerage

Certification of report:

The Statutory Report and notice has to be certified by

- not less than 2 directors , one of whom should be managing
director , if there is one
- and also obtain from the auditors of the company a certificate in
regard to correctness of the prescribed particulars.
- Copy to be sent to Registrar
Procedure at Statutory Meeting
• At least 21 days before the meeting, BOD shall forward ‘statutory report’ to every
member of the co.
• The notice shall mention that it is a ‘statutory meeting’.
1. List of members: The Board shall cause a list showing the names, addresses and
occupations of the members of the company, and the number of shares held by
them respectively, to be produced at the commencement of the statutory
meeting, and to remain open and accessible to any member of the company
during the continuance of the meeting.
2. Discussion of formational aspects matters:
discuss any matter relating to the
- formation of the company or
- arising out of the statutory report, whether previous notice has been given or
not;
- but no resolution may be passed of which notice has not been given in
accordance with the provisions of this Act.
3. Adjournment
4. Consequences of Default (Statutory Report/conduct of meeting)
- punishable with fine extendable to Rs.5000
- wind up order by Court
- order to hold a meeting by Court
 ANNUAL GENERAL MEETING
As per Companies Act 2013
• Every company other than a One Person Company shall in
each year hold in addition to any other meetings, a general
meeting as its annual general meeting.

• Time Periods for Annual General meeting:

– In case of the first annual general meeting, it shall be held within a
period of nine months from the date of closing of the first financial
year of the company.
– This means, for a company incorporated on 1st day of January 2015, the
first financial year shall be closed on 31st day of March 2016 and Annual
General Meeting should be convened on or before 31st day of
December 2016.
• FINANCIAL YEAR (SECTION 2(41):
• In case of a company , Financial Year means the period ending on the 31st
day of March every year. Where the company has been incorporated on
or after the 1st day of January of a year, the period ending on the 31st day
of March of the following year.
 
• Explanation :
• Case 1 : Company incorporated on 1st day of January 2015, the first
financial year shall be closed on 31st day of March 2016 and Annual
General Meeting should be convened on or before 31st day of December
2016.
• Case 2 : Company incorporated on 31st day of December 2014, the first
financial year shall be closed on 31st day of March 2015 and Annual
General Meeting should be convened on or before 31st day of December
2015
• Note : Date of Incorporation decides Closing of financial Year.
• In any case other that first annual general meeting, it shall be
held within a period of six months, from the date of closing of
the financial year.
• There should be gap not more than fifteen months between the
date of two AGM.
• The Registrar may , for any special reason, extend the time
period for conducting any annual general meeting not exceeding
three months.  
• Note : However the Registrar may not extend the time for first
annual general meeting.
• However where, last annual general meeting was held on
31st day of May 2015, next annual general meeting shall be held
on or before 31st day of August 2016.
• The Registrar may extend these dates to 30th day of November
2016 respectively.
 Day and time for Annual General Meeting

• 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 shall 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 situate.
• “National Holiday” means and includes a day declared as
National Holiday by the Central Government. Yet, Republic
Day, Independence Day and Gandhi’s Birthday has been
declared as National Holidays.
• Note : AGM can now be held all days including Sundays and
public holidays but can not be held on National Holidays
declared by Government
 POWER OF TRIBUNAL TO CALL ANNUAL GENERAL MEETING
• If any default is made in holding the annual general meeting of a company, the Tribunal
may,  on the application of any member of the company, call, or direct the calling of, an
annual general meeting of the company.

• Such directions may include a direction that one member of the company present in
person or by proxy shall be deemed to constitute a meeting.

• A general meeting held as per direction of the Tribunal shall, subject to any directions of
the Tribunal, be deemed to be an annual general meeting of the company under this Act.

•  If any default is made in holding a meeting of the company or in complying with any
directions of the Tribunal, 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
Business Conducted at AGM

• Consideration of Annual Accounts, and reports of the Board

of Directors’ and auditors
• Appointment of Auditors of the company or Re-
appointment of Auditor of the company and fixing of their
remuneration.
• Appointment of Additional Director as Director of the
company.
• Appointment of directors in place of those retiring
• Declaration of Dividend
 Proceedings at general meetings
1. (i) No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business. (ii) Save as otherwise provided herein, the quorum for the
general meetings shall be as provided in section 103.

2. The Chairperson, if any, of the Board shall preside as Chairperson at every

general meeting of the company.

3. If there is no such Chairperson, or if he is not present within fifteen

minutes after the time appointed for holding the meeting, or is unwilling
to act as Chairperson of the meeting, the directors present shall elect
one of their members to be Chairperson of the meeting.

4. If at any meeting no director is willing to act as Chairperson or if no

director is present within fifteen minutes after the time appointed for
holding the meeting, the members present shall choose one of their
members to be Chairperson of the meeting.
 Adjournment of meeting

 (i) The Chairperson may, with the consent of any meeting at which a
quorum is present, and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other

than the business left unfinished at the meeting from which the
adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.

(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall
not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
 Report on annual general meeting (as per mca
website)
(i) Every listed public company shall prepare in the prescribed
manner a report on each annual general meeting including the
confirmation to the effect that the meeting was convened, held and
conducted as per the provisions of this Act .

(ii) The company shall file with the Registrar a copy of the report :
- within thirty days of the conclusion of the annual general
meeting with such fees as may be prescribed, or with such
additional fees as may be prescribed, within the time as specified
- If the company fails to file the report before the expiry of the
period specified (under act) with additional fee, the company shall
be punishable with fine which shall not be less than one lakh
rupees but which may extend to five lakh rupees and every officer
of the company who is in default shall be punishable with fine
which shall not be less than twenty-five thousand rupees but
which may extend to one lakh rupees.
 Extraordinary General Meeting
(2014 edition)

Any General Meeting held between two annual general

meetings 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.
• All general meetings other than annual general meeting shall
be called extraordinary general meeting.
• (i) The Board may, whenever it thinks fit, can call an
extraordinary general meeting.
• (ii) If at any time directors capable of acting who are sufficient
in number to form a quorum are not within India, any director
or any two members of the company may call an
extraordinary general meeting in the same manner, as nearly
as possible, as that in which such a meeting may be called by
the Board.
Business transacted

How to conduct ???

- as per AoA
What to conduct ??
• Special business
• To Increase in Authorised Capital
• Change of Name of the company
• Alteration of Memorandum and Articles of Association
• To fill the vacancy caused by the resignation of existing auditors
• Issue of right shares
• Increase in the remuneration of manager etc.
 Who can call EGM?

1. Board of Directors
- on own
- On requisition of members
- signed by them/or one of the joint owners
- matters to be deposited at registered office
Board shall call the meeting within 21 days of such deposit of requisition
and held within 45 days of such deposit.
2. By the requisitionists themselves , if Board fails
- not bound to disclose the reasons for the proposed resolutions.
- before the expiry of 3 months from the date of deposit if requisition
- not valid if requisitionists didn’t pay the call on shares
- disbursement of expenses
3. By Company Law Board/Tribunal