MEETINGS

1. What is a meeting?

A meeting is generally a gathering of a number of persons for some purpose or object. In the same sense, a
company meeting is the gathering of Board of Directors, members, shareholders for discussing any matter of the
company. There must be at least two persons to constitute a valid meeting. However, in some cases, even one
person may constitute a valid meeting.

2. What are the requisites of a valid meeting?

1. The meeting must have been convened by the proper authority. The proper authorities are:-

(i) Board of Directors:- General Meeting

(ii) Shareholders: - Extra ordinary General Meeting

(iii) The Company Law Board:- For AGM and EGM on petition from the directors or shareholders.

2. Proper and adequate notice must have been served to all those entitled to attend the meeting.

3. For a valid meeting the provision given in the Articles as to the quorum is to be followed.

4. For a meeting to precede a ‘chairman’ is to be elected as per the provision of the Articles.

5. Proper minutes of the meeting are to be kept by the proper authority.

3. What are the provisions relating to notice?

1. Length of Notice:

(i) 21 days clear notice

(ii) A shorter notice is valid for AGM if all the members entitled to vote at the meeting consent.

(iii) For other meeting a shorter notice is valid even if members holding 95% of voting right consent.

2. Notice to whom: Notice must be sent to

(i) Every member of the company.

(ii) Legal representative of a deceased member.

(iii) Official assignee of an insolvent member.

(iv) Auditor of the company.

3. Content of notice

(i) Place of meeting

(ii) Day of meeting

(iii) Time of meeting

(iv) Agenda of meeting

(v) Right to appoint proxy.

 4. Document to accompany notice

(i) For AGM:- a. Audited financial statement of accounts b. Director’s report c. Auditor’s report d. Proxy form
etc.

(ii) For statutory meeting:- a. Statutory report b. Proxy form etc.

(iii) For EGM:- a. Explanatory statement b. Proxy form etc.

5. Omission to give notice:- [u/s. 172(3)] Deliberate omission to give notice of the meeting to the members or to a
single member will make the meeting invalid. But an accidental omission to give notice to or non-receipt of the
notice by any member shall not invalidate the proceedings at the meeting. The expression accidental implies
absence of intention or deliberate design.

4. What is a Quorum? What are the provisions relating to it?

1. Meaning: A quorum is the minimum number of members who must be present at a meeting as required by law.

2. Quorum for General meeting: In absence of any provision in the Articles – For public company –any 5 person
personally present. For private company – any 2 person personally present. Note- Articles may provide for larger
quorum but not for shorter quorum.

3. Rules relating to Quorum:

(i) Only members present in person are counted not the proxies.

(ii) Preference shares holders are not counted.

(iii) Joint holders are treated as single members.

(iv) A member present in two capacities as an individual member and as a trustee may be counted as two
members.

(v) In case a company is the member of another company then the representative shall be treated as a member
not as a proxy.

(vi) In case the president of India or Governor of state is member and sends representatives, such
representative shall be treated as a member and not as a proxy.

4. Course of action in case of quorum not being present at the general meeting [section 174]:

(i) If within ½ hour from the time appointed for holding the meeting the quorum is not present, the meeting if
called upon the requisition of members, shall stand dissolve.

(ii) In any other case, the meeting shall be adjourned to the same day in the next week, at the same time and
place or to such other day, time and place as the Board of Directors may determine and notify accordingly.

(iii) If at the adjourned meeting also, quorum is not present within ½ hour from the appointed time, the
member present shall be quorum, even if the number of member be one.

5. Who is a Proxy?

Meaning: A proxy is a person, being a representative of a shareholder at a meeting of the company who, may
be described as his agent to carry out which the shareholder has himself decided upon.

Q.1 who can appoint a proxy?

 The shareholder and member of a company.

Q.2 who can be appointed as proxy?

 Any person whether he is a member of the company or not.

Q.3 How to appoint a proxy?

 Proxy is always appointed in written form and should be signed by the member and duly stamped.
 Time for lodging the proxy form: Before forty eight hours of the meeting

Q.4 what are the Right of the proxy:

1. Attending the meeting

2. Right to vote in the meeting.

Proxy of the company board corporate: in this case proxy takes part in the discussion and gives opinion on
behalf of the company in the meeting. Proxy in the case of the company is appointed by the president and then
only he is given the right to take part in the opinion of the meeting.

Q.5 Can proxy be revoked?

 Yes, proxy can be revoked, only the person who has appointed the proxy can revoke him.

Q.6 Type of proxy:

 There are two types of proxies. One the general proxy and the other is the special proxy.

Q.7 who is a ‘Chairman’?

 Chairman is the person who is elected to preside over the meeting and conduct the proceeding of the meeting.
According to section 175, a meeting cannot proceed to transact any business without electing a chairman.

Q.8 who shall be the chairman?

 A chairman is usually a member of the body over which he is to preside. In case of a company: the Articles
usually name the chairman of the board of directors to preside over the general meetings. If the article is
silent, then a chairman is elected from among the members present. Procedure of election: u/s. 175(1) a
chairman may be elected by show of hands. Section 175(2) provides that if a poll is demanded then, the
chairman shall be elected by poll.
 Function: 1. the chairman presides over the meeting
2. He conducts the proceeding of the meeting
3. He must decide questions arising out at the meeting
4. He gives reasonable chance to the members to discuss any proposed resolution.

Q.9 What are the provisions relating to Minutes?

 Minutes are the written record of the meeting. It is an official record and is the summery of business
transacted and decisions arrived at the meeting. Section 193 makes it compulsory for every company to
maintain the minute book recording all the proceeding of very type of meeting conducted.
Provisions:

1. The minute has to be written in a minute book.

2. The minute book has to be bound and its page consecutively numbered.
 3. The minute book has to be written within 30 days of the conclusion of the meeting.

4. Every page of the minute book must be initiated or signed by the chairman. On the last page the
chairman shall sign and put the date.

5. The chairman has to sign the minute book within 30 days of the conclusion of the meeting.

6. If the chairman dies or is unable to sign the minute book than one of the directors duly authorized by
the board must sign the minute book.

7. The minute book shall be kept at the registered office of the company and shall remain open during
business hours for members to inspect it without charge.

8. The members are also entitled to a copy of the minutes, however on payment of prescribed fees.

Q.10 what is the procedure for inspection of Minutes Book by a member?

 Procedure for inspection of minutes book of G.M. of a company by the member:- A member has the right to
inspect, free of cost, during business hours at the registered office of the company the books containing the
minutes of GM of the company:-

1. To see whether the book is bound and its page consecutively numbered.

2. To see whether the every page of the minute book has been initiated or signed by the chairman last
page of the minute book must be signed & dated.

3. To see whether the book has been kept at Registered office of the company.

4. The provision pertaining to the procedure for inspecting the minutes book of general meeting of a
company by the members are as follows:-

1. The book constituting the minutes of the proceeding of any general meeting of a company shall:- a. Be
kept at the registered office of the company. b. Be open, during business hours, for the inspection of any
member without charge, subject to such reasonable restriction as the company may impose by its Articles
or in general meeting, so however that not less than 2 hours in each day are allowed for inspection.
2. Any member shall be entitled to be provided, within 7 days, with a copy of any minutes under sub-section
(1) on payment of such sum as may be prescribed for every hundred or fractional part thereof required to
be copied.
3. If any inspection required under sub-section (2) is not provided within the specified time, the company
and every officer of the company who is in default shall be punishable with fine which may extend to Rs.
5,000 in respect of each offence.
4. For any such refusal or default, the Central Government may by order compel immediate inspection of
Minutes Book or direct that the copy required shall be immediately sent to the person requiring it.

Q.11What are the various kinds of General Body Meeting?

 1. Statutory meeting
 2. Annual General Meeting
 3. Extra Ordinary General Meeting
 4. Class Meeting.
Q.12 what are the provisions of Statutory Meeting?

Statutory meeting is the first meeting of the company and is conducted once during the life time of the company.
Companies which can hold such meeting: A company limited by shares and a company limited by guarantee & having
share capital are the companies which can hold statutory meeting.

Companies which need not hold the meeting:-

1. Private company whether independent or subsidiary of a public company.

2. A public company not having share capital

3. An unlimited public company.

4. A public company limited by guarantee and not having share capital

5. A Government company.

Time limit for the meeting:- A statutory meeting may be held within a period of

1. Not less than one month.

2. Not more than 6 months. From the date of receiving the certificate of commencement of business.

Notice of the meeting: A minimum of 21 clear days notice is to be given. Object: The main purpose of the meeting is
to enable the members of the company to know at an early date the financial position and the prospects of the
company and also to provide them an opportunity to discuss on various matters arising out of promotion and
formation of the company. Importance: this meeting is held only once during the life time of the company and is the
first meeting of the company.

Q.13What is a statutory meeting and its content:

 A statutory meeting is a report which is sent to each member along with the notice of the meeting. Content of
statutory report:-

1. It sets out the total number of shares allotted and the mode of allotment.
2. The total amount of the cash received by the company in respect of the shares allotted.
3. An abstract of receipt and payment of the company. This report has to be duly certified by at least two
directors. Out of which one shall be a managing director along with auditor of the company.
4. Agenda of the meeting regarding the formation and prospects of the company.
5. Particulars of directors, auditors, etc.
6. Particulars of contract.
7. under writing contract.
8. Arrears of call.
9. Commission or brokerage.

Adjournment of Statutory meeting: The statutory meeting may be adjourned from time to time according
to the provision of the companies Act, 1956 and the power to adjourn vests in the hand of the shareholders.
Penalties:
1. If default is made complying the requirement of section 165, every person responsible shall be punishable
with a fine extended to Rs. 5,000/-.
2. If the company fails to call a statutory meeting then it becomes a sound ground for the winding up of the
company.
Q.14 Can the court demand a statutory meeting?

 Yes, where the company fails to conduct a statutory meeting within a stipulated time, then the court may call
for meeting.

Q.15 What are the provisions relating to Annual General meeting?

Annual general meeting of the company is an annual meeting of the body of the member held every year. Companies
to hold AGM: Every company can hold annual general meeting whether having shares capital or not, whether limited
or unlimited.

Time limit: First Annual general meeting: A company may hold its first annual general meeting within a period of 18
month from the date of incorporation. However this should not be more than 9 months from close of financial years.

Subsequent meeting:-

1. There must be one meeting held in each year.

2. The gap between two annual general meetings must not be more than 15 years.

3. Meeting must be held not later than 6 months from close of financial year. Extension of time: the registrar has the
power to extend the time of 15 months by 3 more months in special cases. Day, hour and place of meeting: The
meeting can be held at any working place, on any working day and working hours. If the day scheduled for meeting is
declared by the Central Government to be a public holiday after the issue of the notice, it shall not be deemed as a
holiday.

Notice of the meeting: 21 clear days notice or any shorter notice if agreed by all shareholders must be given. Business
to be transected

(1) Ordinary business:-

(a) To present the balance sheet, report of Board of Directors, etc.

(b) To declare dividends.

(c) To appoint directors.

(d) To appoint auditors and fixation of their remuneration

(2) Special Business:- Any other business which is not an ordinary business Default in holding Annual general
meeting The Company Law Board on petition from member shall call or direct the calling of the general meeting of
the company. Penalty: If default is made in holding AGM, the company and every officer in default shall be
punishable with fine which may extend to RS. 50,000/- . In case the default continues, a further fine upto Rs. 2,500/-
per day may be levied till such default continues.

Q.16 What is the provision in relation to Resolution?

 There are three kinds of resolutions:-

1. Ordinary resolution
2. Special resolution.
3. Resolution requiring special notice.

1. Ordinary Resolution [section 189(1)] When a motion is passed by simple majority of the members voting
at a general meeting, it is said to have been passed by an ordinary resolution. All matters which are not
required by the companies Act, 1956 or the company’s Articles to be done by a special resolution can be
done by means of an ordinary resolution. Some of the cases in which only ordinary resolution is required are:
 (i) Alteration of authorized capital
(ii) Declaration of dividend
(iii) Appointment of auditors (other than the appointment cover by Section 224A)
(iv) Fixation of their remuneration, election of directors.

2. Special resolution [section 189(2)] According to section 189(2), a resolution is a special resolution when –
(i) The intention to propose the resolution as a special resolution has been duly specified in the notice calling
the general meeting or other intimation given to the members
(ii) The notice required under the companies Act has been duly given of the general meeting;
(iii) The votes cast in favour of the resolution by members present in person or by proxy are not less than 3
times the number of votes, if any, cast against the resolution. Abstentions, if any, are not to be taken into
account. Some of the matters for which special resolution is required to be passed are:
(i) To alter object clause of Memorandum;
(ii) To change the registered office of the company from one state to another
(iii) To reduce share capital of the company; and
(iv) To alter Articles of Association.

3. Resolution Requiring Special notice: According to section 190, a resolution requiring special notice is not
actually an independent class of resolution. Such a resolution may be an ordinary or special resolution. It is a
different kind of an ordinary resolution of which notice of the intention of move a resolution has to be given to
the company by proposer. The notice shall be given not less than 14 days before the meeting at which
resolution is to be moved exclusive of the day on which the notice is served or deemed to be served and the
day of the meeting. The object of special notice is to be give the members sufficient time to consider proposed
resolution and to give Board of Directors an opportunity to indicate their views on resolution.

A special resolution is required for a resolution in following cases:-

1. Appointment of auditor other than retiring one
2. Provision that a retiring auditor shall not be re-appointed.
3. Removal of director in place of one who is removed
4. Appointment of a director in place of one who is removed The Articles of the company may provide for
additional matters in respect of which special resolution is to be passed.

Q.17 What is an extra ordinary general meeting?

 Clause 47 of the table A (schedule 1) provides that all general meeting other than the annual general meeting
shall be called as extra ordinary general meeting. An extra ordinary general meeting in convened for
transacting some special business or urgent business that may arise in between two AGMs, for instance
change in the object or sift of registered office or alteration of capital or removal of a director/auditor.
Companies Act containing the following provisions with respect to extra ordinary general meetings: 1.
Business to be transacted: All business transacted at such meetings called special business.

Q.18 Who may call – An EGM may be called:

(i) By the Board of Directors of its own accord: (clause 48 of Table A to the Act.)
(ii) By the Directors on requisition.
(iii) By the requisitionists themselves
(iv) By the Company Law Board
I. By the Directors: The Board of Directors may call a General Meeting of the members at any time by giving
not less than 21 days’ notice [Section 171(1)]. A shorted notice may, however, be held valid if consent in
accorded thereto by members of the company holding 95% or more of the voting rights [section 171 (2) In
exceptional cases of urgency any director (in the absence from India of requisite number of directors to form
 quorum in the board meeting) or any two members of the company may convene an extra ordinary General
meeting.
II. By the Directors on Requisition [section 169]- The Board of Directors must convene a general meeting upon
the request or requisition if the following conditions are satisfied:

(a) The requisitionists must be such numbers who, at the date of the deposit of the requisition, are the holders
of 1/10th of total voting power. Thus, in case of a company having share capital they should hold at least
1/10th of such of the paid up capital that carries right to vote in regard to that matter [section 169(4)(a)].
Preference shareholders having voting right only as regards matters relating to the preference shareholders.
They have no general voting right and, therefore, no right to requisition in respect of other matters, if the
company does not have a share capital, they should at least hold 1/10th of total voting right of the company in
regard to that matter [section 169(4)(b)]

(b) The requisition must state the objects of the meeting i.e. it must set out the matters for the consideration of
which the meeting is to be called [section 169(2)]. However, the requisitionists are under no obligation to
attach the explanatory statement to the requisition. It is for the Board of directors, on receipt of the requisition,
to include in the notice convening the meeting the necessary explanatory statement.

(c) Requisition must have been deposited at the registered office of the company [section 169(3)].

(d) Requisition must be signed by the requisitionists [section 169(2)]. In case all the aforesaid conditions are
satisfied, i.e. a valid requisition has been received; the Board of Directors must within 21 clear days of the
receipt of the requisition call the meeting giving at least 21 days’ notice fixing the meeting. Within 45 days of
the receipt of the requisition [section 169(6)].

(e) Where two or more distinct matters are specified in the requisition, the validity of each such matter shall
be determined independent of each other before convening the meeting. Where the resolution proposed is a
special resolution, requirements of section 189(2) must be complied with, viz, it should be so described and
explanatory statement be annexed.

III. By the requisitionists themselves [section 169(6)] – If the board of Directors does not or fails to call the
meeting as aforesaid (i.e. within 21 days fixing the date of the meeting within 45 days of the deposit of a valid
requisition) the meeting may be called:

(a) By the requisitionists themselves.

(b) In case of company having share capital, by one or more requisitionists as represent: - A majority in value
of the paid up share capital held by all the requisitionists; or - At least 1/10th of the paid up share capital
carrying voting rights in respect of that matter, whichever is less.

(c) In case of a company not having share capital, by one or more requisitionists who represent at least 1/10th
of total voting power in the company in regard to the matter of the requisition.

(d) Meeting must be held within 3 months of the date of the deposits of the requisition [section 169(7)].
(e) Where two or more person hold any shares or interest in a company jointly, a requisition, or a notice
calling a meeting, signed by one or some of them shall, for the purposes of this sec, have the same force and
effect as if it had been signed by all of them [section 169(8)]. Meeting by the requisitionists must be held in
the same manner, as nearly as possible, in which the meetings are to be called by the Board of Directors
[section 169(7)]. However, where the registered office is not made available to them for holding the meeting,
they may hold the meeting elsewhere.
IV. By the Company Law Board [section 186]:If for any reason it is impracticable to call a meeting of the
company, other than an Annual general meeting, the Company Law Board may direct the calling of the
meeting:

(a) On its own motion

(b) On an application of any director

(c) On an application of any member entitled to vote at that meeting. For the aforesaid meeting, the Company
Law Board may give directions in respect of the place, date and the manner in which the meeting is held and
conducted. It may also give such ancillary or consequential directions as it thinks expedient, including a
direction that one member present in person or proxy shall be deemed to constitute a meeting.

15.What is class meeting?

 Section 106 provide that where the share capital of a company is divided into different classes shares, the right
attached to the shares of any class may be varied with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate
meeting of the holders of the issued shares of that class:
(a) If provision with respect to such variation is contained in the Memorandum or Articles of the company; or
(b) In the absence of any such provision in the Memorandum or Articles, if such variation is not prohibited by
the terms of issue of the shares of that class.