CLSP | Dr.

S V HEGADAL

Chapter 5

Company Meeting and Secretarial Duties

Meaning and Definition of Company Meeting:

The word meeting is not defined anywhere in the Companies Act. Ordinarily, a company may be
defined as gathering, assembling or coming together of two or more persons (by previous notice
or by mutual arrangement) for discussion and transaction of some lawful business.

A company is considered as a legal entity separate from its members in the eyes of law. All the
affairs of the company are practically carried out by the board of directors. The board of
directors of a company carries out these affairs within the limitations of their powers, as invoked
by the articles of association of the company. The directors also exercise certain powers of their
own with the consent of other members of the company.

The consent of the other members is ensured at the general meetings held by the company. Any
mistakes committed by the board are rectified by the shareholders (who are also considered as
owners of the company) at the meetings of the company.

• The shareholders’ meetings are conducted for the shareholders to give their verdict on the
decisions and steps taken by the board of directors.
• Meetings are a crucial part of the management of a company as mentioned in the
Companies Act, 2013.
• Meetings enable the shareholders to know the ongoing proceedings of the company and
allow the shareholders to deliberate on certain issues.
• There are various types of meetings held by a company.
• Various criteria must be fulfilled for the calling, convening and conduct of the meetings.

Some important definitions of meeting are given below:

In the case of Sharp vs. Dawes (1971), the meeting is defined as “An assembly of people for a
lawful purpose” or “the coming together of at least two persons for any lawful purpose.”
According to P.K. Ghosh “Any gathering, assembly or coming together of two or more persons
for the transaction of some lawful business of common concern is called meeting.”
According to K. Kishore, “A concurrence or coming together of at least a quorum of members by
previous notice or mutual agreement for transaction business for a common interest is meeting.”
From the above definitions of meeting, it can be concluded that meeting is the congregation of
several persons in a particular place for the purpose of discussing some important matters and
expressing their opinion on the questions raised.

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Nature of a Company Meeting:

The characteristics of a company meeting are as follows:
1. Two or more persons (who are the members of the Company) must be present at the
meeting.
2. The assembly of persons must be for discussion and transaction of some lawful business.
3. A previous notice would be given for convening a meeting.
4. The meeting must be held at a particular place, date and time.
5. The meeting must be held as per provisions/rules of Companies Act.
Kinds of Company Meetings:
The meetings of a company may be classified into the following categories:
1. Meetings of shareholders:
a. Statutory meeting;
b. Annual general meeting (AGM)
c. Extra ordinary general meeting;
d. Class meetings.
2. Meetings of directors:
a. Meetings of board of directors;
b. Meetings of directors;
c. Meetings of creditors.
d. Meetings of debenture-holders.

Statutory Meeting:
Every public company having share capital must convene a general meeting of
shareholders within a period of not less than one month and not more than six months
after the date on which it is authorized to commence its business. This is the first
meeting of the shareholders of the company and it is held once in the whole life of the
company.

The following companies need not to hold statutory meeting:

(i) Private company.
(ii) Company limited by Guarantee having no share capital.
(iii) Unlimited liability company.
(iv) A public company which was registered as a private company earlier.
(v) A company which has been deemed as a public company under Sec. 43 A.

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Notice of the Meeting: The directors are required to send a notice of the meeting to all the
members of the company at least 21 days before the date of the meeting stating that it is the
‘statutory meeting’ of the company. If the notice convening this meeting does not name it as the
“Statutory Meeting” it will not Amount to compliance with the provisions of this section.

Procedure of the Statutory Meeting

• No resolutions can be taken in the statutory meeting of the company.

• The main objective of the statutory meeting is to make the members familiar with the
matters regarding the promotion and formation of the company.
• The shareholders receive particulars related to shares taken up, moneys received,
contracts entered into, preliminary expenses incurred, etc.
• The shareholders also get a chance to discuss business ideas and methods and the future
prospects of the company.
• An adjourned meeting is called if the statutory meeting does not meet a conclusion.
• According to section 433 of the Companies Act, 1956, a company may be subjected to
winding up if it fails to submit a statutory report or fails to conduct a statutory meeting
within the aforementioned period.
• However, the court may order the company to submit the statutory report and to conduct
the statutory meeting and impose a fine on the persons responsible for the default instead
of directly winding up the company.

Statutory Report: The directors are required to prepare and send a report called the ‘Statutory
Report’ to every member of the company at least 21 days before the date of the meeting. If the
report is sent later it shall be deemed to have been duly forwarded if it is so agreed to by a
unanimous vote of the members entitled to attend and vote at the meeting [Sec. 165 (2)]. A copy
of this report should be sent to the Registrar.

The particulars to be mentioned in the report are as follows −

• The total number of allotted shares with the account of fully paid and partly paid shares
and the reasons for considerations and extension of the partly paid shares
• The net amount of cash collected after the allotment of shares
• A brief insight, i.e., an abstract of receipts and payments made within 7 days of the date
of the report, balance remaining in the hands of the company and an estimation of the
preliminary expenses of the company
• The names, addresses, and designations of the directors, managers, secretaries, and
auditors along with the change log in case of any replacements made from the date of
incorporation of the company
• The details of any modifications or contracts to be submitted in the meeting for approval
• The limit of non-carrying out of any underwriting contract along with justified reasons
for the non-carrying out of the aforementioned contracts
• The arrears due on the calls of every manager and director
• Details on the context of commission or brokerage paid to any director or any manager
for the issue of sale of shares or debentures

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Board Meetings
The board of directors is the supreme authority in a company and they have the powers to take
all major actions and decisions for the company. The board is also responsible for managing the
affairs of the whole company. For the effective functioning and management, it is imperative that
board meetings be held at frequent intervals. For this, Section 173 of Companies Act, 2013
provides –
• In the case of a Public Limited Company, the first board meeting has to be held within
the first 30 days, since the incorporation date. Additionally, a minimum of 4 board meetings
must be held in a span of one year. Also, there cannot be a gap of more than 120 days between
two meetings.
• In the case of small companies or one person company, at least two meetings must be
conducted, one in each half of the financial year. Additionally, the gap between the two meetings
must be at least 90 days. In a situation where the meeting is held at a short notice, at least one
independent director must be attending the meeting.

Notice of Board Meeting

The notice of the meeting shall be sent to all the directors in accordance with the provisions of
sub-section (3) of section 173 of the Act as discussed below:
• The notice of Board Meeting refers to a document that is sent to all directors of the
company. This document informs the members about the venue, date, time, and agenda
of the meeting. All types of companies are required to give notice at least 7 days before
the actual day of the meeting.
• The notice of the meeting shall inform the Directors regarding the option available to
them to participate through video conferencing mode.
• The notice shall also contain all the necessary information to enable the directors to
participate through video conferencing mode. Like: contact no. or e-mail address of the
Chairman or any other person authorized by the Board, to whom the Director shall
confirm in this regard.
• Notice shall seek advance confirmation from the Directors as to whether they will
participate through Electronic Mode in the Meeting.
• Director who intends to participate through video conferencing shall give prior intimation
to Chairman of the Company (In the absence of intimation it shall be assumed that
Director will attend in person).
• Notice shall clearly mention the venue of the Meeting and it shall be the place where all
the recordings of the proceedings at the Meeting would be made.

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Quorum for the Board Meeting

• The quorum for the Board Meeting refers to the minimum number of members of
the Board to conduct a valid Board Meeting. According to Section 174 of
Companies Act, 2013, the minimum number of members of the board required for
a meeting is 1/3rd of a total number of directors. At any rate, a minimum of two
directors must be present. However, in the case of One Person Company, the rules
of Section 174, do not apply.
• A Director participating through video conferencing/audio visual modes will also
be counted for quorum
• Any fraction of a member will be rounded off as one
• Total strength shall not include directors whose places are vacant.
Participation in Board Meeting
• All directors are encouraged to actively attend board meetings and in case that’s not
possible at least attend the meetings through a video conference. This is so that all directors can
take part in the decision-making process.
Board Composition:
Minimum/Maximum Number of Directors in a Company [Section 149(1)] Section 149(1)
of the Companies Act, 2013 requires that every company shall have a minimum number of 3
directors in the case of a public company, two directors in the case of a private company,
and one director in the case of a One Person Company. A company can appoint maximum 15
fifteen directors without any specific compliance. A company may appoint more than fifteen
directors after passing a special resolution in general meeting. The restriction of maximum
number of directors shall not apply to section 8 companies.
Minimum number of directors;
• Public Company - 3 Directors
• Private Company - 2 directors
• One Person Company (OPC) - 1 Director
Maximum Number of Director is 15, which can be increased by passing a special resolution.
Section 8 companies can have more than 15 directors.
Section 149(3) provides that every company shall have at least one director who has stayed in
India for a total period of not less than one hundred and eighty-two days in the previous calendar
year. Further, Second proviso to Section 149(1) read Rule 3 of Companies (Appointment and
Qualification of Directors) Rules, 2014 following class of companies must have at least one
Women Director.

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Agenda: The term ‘agenda’ means things to be done. In the present context it is a statement of
the business to be transacted at a meeting. It also sets out the order in which the business is to be
dealt with. Though the Companies Act does not make it obligatory on the secretary to send an
agenda or to incorporate the same in the notice of Board Meeting, yet by convention it
necessarily accompanies the notice calling the meeting. When the agenda is enclosed with the
notice each director gives due consideration to the proposed business and comes with necessary
preparations for discussion in the meeting.
Board meetings are called for the following business:
(i) To issue shares and debentures.
(ii) To make calls on shares.
(iii) To forfeit the share
(iv) To transfer, the shares.
(v) To fix the rate of dividend.
(vi) To take loan in addition to debentures.
(vii) To invest the wealth of the company.
(viii) To think over the difficulties of the company.
(ix) To determine the policies of the company.

I. Annual General Meeting (AGM):

ANNUAL GENERAL MEETING (AGM) [SECTIONS 96, 97, 99 & 121]
 Introduction:
Every company, other than One Person Company (OPC), shall, in each year hold (in addition to
any other meetings) a general meeting as its Annual General Meeting.
According, to General Clauses Act, 1897, a 'year' means a period of 12 months running from l"
January to 31st December. Thus, holding of an . Annual General Meeting, in every calendar year
is a statutory requirement.
The proper authority to call Annual General Meeting is the Board of Directors.
Holding of the Meeting:
• First Annual General Meeting
o The first annual general meeting shall be held within a period of 9 months from
the closing of first financial year.
o If a company holds its first annual general meeting as aforesaid, it shall not be
necessary for the company to hold any annual general meeting in the year of its
incorporation.
o No extension by authority possible.
• Subsequent Annual General Meeting

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o The subsequent annual general meeting shall be held within a period of 15 months
from the last AGM.
o Subsequent annual general meeting shall be held within a period of six months
of closure of relevant financial year.
o Such meeting should be conducted every calendar year.
o The Registrar may, for any special reason shown, grant an extension of time for
holding the subsequent AGM up to 3 months.

Notice: The Board of Directors has to call Annual General Meeting giving 21 days notice to all
the members entitled to attend the meeting. However, such a meeting may be called with shorter
notice, if it is agreed to by all the members to vote in the meeting. Certified copies of Profit and
Loss Account and Balance Sheet, Directors’ Report and Auditor’s Report should also be
forwarded to the members at least 21 days before the holding of the meeting of the company.
Considering the importance of annual general meeting to shareholders it has been held that the
directors must call the meeting even though the accounts are not ready or the company is not
functioning.
Business transacted at an Annual General Meeting:
• Both Ordinary Business and Special Business can be transacted at an Annual General
Meeting. Following matters are related with the Ordinary Business :

(a) The consideration of the accounts, balance sheet and the reports of the Board of
Directors and Auditors;
(b) The declaration of dividend;
(c) The appointment of directors in the places of those retiring; and
(d) The appointment of and the fixing of remuneration of, the auditors.
Day for holding an Annual General Meeting:
• Every Annual General Meeting shall be called on a day, which is not a National Holiday.
'National Holiday' means and includes a day declared as National Holiday by the Central
Government.  Where the Central Government declares a day to be a National Holiday,
after the company has issued the notice convening the meeting, it shall not be deemed to
be a national holiday in relation to that meeting.
• It may be noted that the Central Government may exempt any company from the
aforesaid provisions subject to such conditions as it may impose.

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 Time for holding an Annual General Meeting:

• Every Annual General Meeting shall be called at a time during the business hours i.e.,
between 9 a.m. and 6 p.m. It may be noted that Annual General Meeting convened
during business hours may continue even after business hours.
• It may be noted that the Central Government may exempt any company from the
aforesaid provisions subject to such conditions as it may impose.
 Place for holding all Annual General Meeting :
• Every Annual General Meeting 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 situated.
• Annual general meeting of an unlisted company may be held at any place in
India if consent is given in writing or by electronic mode by all the members in
advance. (Amended as per notification dated 3rd Jan,2018)
• It may be noted that the Central Government may exempt any company from the
aforesaid provisions subject to such conditions as it may impose.

• EXTRAORDINARY GENERAL MEETING [EGM] [SECTIONS 98 & 100]

 Introduction:  Sometimes, matters requiring immediate consideration by members
may crop up whose consideration cannot be deferred till the next Annual General Meeting.  To
meet such emergencies, the companies can provide for holding of emergency meetings of the
members, which are known as Extra-ordinary General Meetings. Regulation 42 of Table F
provides that all general meetings, other than annual general meetings, shall be called as extra -
ordinary general meetings. All business which can be transacted at an E.G.M. shall be deemed
special.
Who may call Extraordinary General Meeting:
1) Board of Directors
a. Can call meeting on Suo moto
b. Can call meeting On requisition
2) Requisitionists
3) National Company Law Tribunal (NCLT).

1. Calling of E.G.M. by Board of Directors [Section 100(1) and Regulation 43(i) of

Table F]: The Board of Directors may, whenever it thinks fit, call an extra5ordinary
general meeting. For this purpose, a resolution of the Board is required. Subject to the
provisions in the articles, any general meeting of the company can be called only on the
authority of a Board resolution. If the managing director, manager, secretary or other
officer calls a meeting without the authority of the Board of Directors, it will not be
effectual unless the Board ratifies the convening of the general meeting before it is held.

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2. Calling of E.G.M. on requisition [Section 100]: The demand of members to convene a

meeting is called requisition. The requisition must be in plenty. It shall set out the matters
for the consideration of which the meeting is to be called. It shall be signed by the
requisitionists. It must be deposited at the registered office of the company. The number
of members entitled to requisition a meeting in regard to any matter shall be:
(a) In the case of a company having a share capital, members holding at least one tenth of
such paid up capital of the company which carries a right of voting in regard to that
matter;
(b) In the case of a company not having a share capital, members holding at least one
tenth of total voting power of all the members who have a right to vote in regard to that
matter. The Board of Directors shall, on receipt of requisition, immediately proceed to
call E.G.M. within 21 days from the date of the deposit of requisition, on a date, which
shall not be later than 45 days of the date of deposit of requisition. The BOD shall be said
to have failed in calling the meeting if:
(i) it does not call the meeting within 21 days of the deposit of requisition;
(ii) it calls the meeting on a day which is later than 45 days from the date of
deposit of requisition; or
(iii) it convenes a meeting to transact only a part of the business specified in the
requisition.
(c) Where the Board fails to call a meeting, the meeting may be called by the
requisitionists themselves within a period of three months from the date of the deposit of
requisition. A meeting under called by the requisitionists shall be called and held in the
same manner in which the meeting is called and held by the Board. Here, requisitionists
shall convene the meeting 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.
Further, the EGM shall be held on a working day.
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 payable to such of the directors who were in default
in calling the meeting.

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NOTICE OF MEETING [SECTIONS 101 & 102]

Meaning : The term 'notice' is derived from the Latin word 'Notitia' this means ‘knowledge’. A
meeting cannot be validly held unless a proper notice of it has been given. Three things in
connection with the notice have to be considered namely:5 (a) Length of notice; (b) Contents of
notice; and (c) To whom it must be given
Length of Notice [Section 101(1)]:  A general meeting of a company can be called by giving
not less than 21 days’ notice either in writing or through electronic mode in such manner as may
be prescribed. However, a company may, by its Articles, provide a period longer than 21 days
for convening a meeting. It must be noted that 20 days imply 21 clear days i.e., 21 days
excluding the day of the service of notice and the day on which the meeting is to be held.  For
companies covered under section 8, general meeting of a company can be called by giving not
less than 14 clear days notice.
 If the notice is sent through post then service of notice shall be deemed to have been effected
in the case of notice of meeting on the expiry of 48 hours since the posting of the same.
 It may be noted that a general meeting may be called up by giving a notice shorter than 21
days, if consent is accorded thereto in writing or by electronic mode, by not less than 95% of the
members entitled to vote at such meeting. The consent of the members may be obtained either at
the meeting or before the meeting.
 The expression "electronic mode" shall mean any communication sent by a company through
its authorized and secured computer programme which is capable of producing confirmation and
keeping record of such communication addressed to the person entitled to receive such
communication at the last electronic mail address provided by the member.
QUORUM OF GENERAL MEETING [SECTION 103]

 Meaning :
 Quorum is the minimum no. of members required to be present at a general meeting of
the company to validly transact any business. Quorum is the minimum number of members of a
company where presence is necessary for the transaction of business.
 Generally, preference shareholders are not counted in quorum, unless there is some
matter affecting their rights.  In the case of joint shareholders, only one shareholder, as per the
order in which their name appears in the Register of Members, shall be counted towards quorum
 Proxies are not counted in quorum as section provides for personal presence of members.

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Provisions: In case of public company:

Number of members as on date of meeting Quorum for meeting
Up to 1000 5 members personally present
> 1000 but ≤ 5000 15 members personally present
> 5000 30 members personally present
• In the case of a private company, 2 members personally present, shall be the quorum for a
meeting of the company.
• The representative of a company, if it holds shares in another company, shall be deemed
to be a member of the company for all practical purposes under Section 113 of the
Companies Act, 2013.
• Similarly, the representative of the President or the Governor of a State, if they hold
shares in a company, shall be deemed to be member of the company for all practical
purposes under Section 112 of the Companies Act.
Consequences of absence of quorum [Section 103(2)]: 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
b. to such other date and such other time and place as the Board may determine; or
c. The meeting, if called by requisitionists (under section 100), shall stand cancelled.
In case of adjournment, notice is required to be given to the members:
 Where there is adjournment or of change of day, time and place of meeting, the
company is required to give not less than three days' notice to the members either individually or
by publishing and 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.
 Section 103(3) lays down that if at the adjourned meeting also, quorum is not present
within half an hour from the time appointed for holding the meeting, the members present shall
constitute quorum.
 Any resolution passed without a quorum is invalid. In fact, if no quorum is present
there is no meeting and the proceedings are invalid. But if all the members of a company are
present in person the proceedings will be valid even if the quorum required is more than the total
number of shareholders.

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CHAIRMAN OF MEETING [SECTION 104]

 One of the essentials of a valid meeting is that it must have a presiding officer
endowed with authority to conduct its affairs in an orderly fashion. A Chairman derives his
authority from the assembly over which he presides.
 The provisions of the articles in respect of appointment of chairman are to be followed
in preference; to the provisions of Section 104.
Appointment of Chairman under Articles
• Regulation 45 of Table F: It provides that the Chairman, if any, of the Board shall preside
as Chairman at every general meeting of the company.
• Regulation 46 of Table F: If there is no Chairman or he is not present within 15 minutes
after the appointed time of the meeting or is unwilling to act as Chairman of the meeting,
the directors present shall elect one among themselves to be chairman of the meeting.
• Regulation 47 of Table F: If at any meeting, no director is willing to act as chairman or if
no director is present within 15 minutes after the appointed time of the meeting, the
members present should choose one among themselves to be chairman of the meeting.
 Appointment under section 104: If the articles of association of a company do not contain
any provision for the appointment of chairman, such appointments shall be made by the
members personally present at the meeting who 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 immediately. If some other person is elected as a result of poll, he shall be the Chairman
for the rest of the meeting.
 Appointment of Chairman by National Company Law Tribunal: Where the NCLT under
Section 97 or Section 98 directs the calling of general meeting of a company, it may give
directions regarding its calling, holding and conducting. It may appoint any person as its
Chairman.
 Casting Vote of Chairman: In the case of an equality of votes on a matter requiring ordinary
resolution, the Chairman of general meeting shall be entitled to a second or casting vote. It is a
right of chairman to cast such vote and not his duty. Chairman may cast such vote different from
the original one. It may be noted this provision can be used by a company only if the AOA of a
company so provides.
PROXIES [SECTION 105]
 Meaning: The word "proxy" has two different meanings.
 Firstly, it means the agent appointed by the member of a company to attend and vote on
his behalf at a meeting of members.
 Secondly, it means the document by which such an agent is appointed.

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 The relation between the member appointing proxy and the proxy so appointed is that
of principal and agent and thus this relationship is governed by the relevant provisions of Indian
Contract Act, 1872.
 Who has right to appoint proxy:  In the case of a company having a share capital every
member of the company who is entitled to attend and vote at the meeting can appoint a proxy.
In the case of a company not having a share capital, this right is available only if the articles
make a specific provision for it. A proxy need not to be member of the company. Generally, the
preference shareholders are not entitled to appoint a proxy as they are not entitled to vote at the
meeting. It may be noted that a member of a company registered under section 8 (Non5 Profit
Company) shall not be entitled to appoint any other person as his proxy unless such other person
is also a member of such company.

 Person acting as a proxy: A person can act as proxy on behalf of members not exceeding 50
and holding in the aggregate not more than ten percent of the total share capital of the company
carrying voting rights. A member holding more than ten percent, of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and such person shall not
act as proxy for any other person or shareholder.

VOTING [SECTION 106 - 109]

 Methods
1. Voting by show of hands – (Section 107);
2. Voting by electronic means – (Section 108);
3. Voting by demand of poll – (Section 109);
4. Voting by Postal Ballot – (Section 110).
 Restriction on voting rights [Section 106]: A company shall not prohibit any member from
exercising his voting right on any ground except:
1. Any calls or other sums presently payable by him have not been paid, or
2. In regard to which the company has exercised any right of lien.
 Show of Hands [Section 107]:
 Here, 1 member = 1 vote  The method of voting by show of hands shall be adopted first for
deciding the fate of motion. It may be noted that proxies are not allowed to vote on a show of
hands.

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 After counting the votes in favour and against the resolution, the Chairman may declare that on
show of hands, it has been carried on or it has been lost. A declaration by the Chairman of the
resolution of the voting by show of hands and an entry to this effect in the minute’s book of the
proceedings of the meeting shall be a conclusive evidence of such a declaration.
 Voting through Electronic Means [Section 108]:
 This new concept of e5voting is a method of voting via electronic means. The Central
Government has prescribed that every listed company or a company having ≥ 1000
shareholders, shall provide to its members facility to exercise their right to vote at general
meetings by electronic means.
 The expressions "voting by electronic means" or "electronic voting system" means a 'secured
system' based process of display of electronic ballots, recording of votes of the members and the
number of votes polled in favour or against, such that the entire voting exercised by way of
electronic means gets registered and counted in an electronic registry in a centralized server with
adequate 'cyber security.
Procedure A company which provides the facility to its members to exercise voting by
electronic means shall comply with the following procedure, namely:
(i) Notice of meeting The notice of the meeting shall be sent to all the members, directors and
auditors of the company either
(a) by registered post or speed post; or
(b) through electronic means, namely, registered email ID of the recipient; or
(c) by courier service;
(ii) The notice shall also be placed on the website, if any, of the company and of the agency
forthwith after it is sent to the members;
(iii) The notice of the meeting shall clearly state
(a) that the company is providing facility for voting by electronic means and the business
may be transacted through such voting;
(b) that the facility for voting, either through electronic voting system or ballot or polling
paper shall al so be made available at the meeting and members attending the meeting who have
not already cast their vote by remote e-voting shall be able to exercise their right at the meeting;
(c) that the members who have cast their vote by remote evoting prior to the meeting may
also attend the meeting but shall not be entitled to cast their vote again;
(iv) The notice shall :
(a) indicate the process and manner for voting by electronic means;

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(b) indicate the time schedule including the time period during which the votes may be
cast by remote e-voting;
(c) provide the details about the login ID;
(d) Specify the process and manner for generating or receiving the password and for
casting of vote in a secure manner.
(v) The company shall cause a public notice by way of an advertisement to be published, immediately on
completion of dispatch of notices for the meeting.

 Demand for Poll [Section 109] :

 A poll can be ordered at any time before or after the declaration of the result on the voting of
any resolution by show of hands.
 Here, 1 share = 1 vote
 A poll can be demanded by any of the following persons :
(i) Chairman himself;
(ii) Members and proxies.
 The Chairman shall order a poll to be taken, if any demand is made in this behalf:
(a) In the case of a company having a share capital, by any member or members present
in person or by proxy and holding shares in the company:
(i) Which confer a power to vote on the resolution ≥ 1/10th of the total voting
power in respect of the resolution; or
(ii) On which an aggregate sum of ≥ 5,00,000 has been paid up;
(b) in the case of any other company, by any member or members present in person or by
proxy and having ≥ 1/10th of the total voting power in respect of the resolution.
 The demand for a poll may be withdrawn at any time by the person or persons who made the
demand.
 Time of taking poll: A poll demanded on the question of adjournment of the meeting and on
the election of Chairman under Section 104 must be taken immediately. A poll demanded on any
other question shall be taken at any time within 48 hours of the time of making a demand.
• Passing of resolution by Postal Ballot [section 110]
 Introduction:  'Postal Ballot' means voting by post or through any electronic mode.  The
concept of postal ballot is a welcome step. Usually, at an AGM, attendance is by a few hundred
members. The AGM of some companies are held in remote places, where the registered offices
of such companies are situated. This makes it inconvenient for the members to attend in large
number. Further, members do not evince much interest in attending EGM.  The postal ballot

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brings the voting at the doorsteps of members. Hence, a very large number of members can
conveniently participate in voting on the resolutions of the company.

 Provisions :  Transaction of business through postal ballot: According to section 110, the
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 in the case of the company in
existence immediately before the commencement of the Act, alteration of the main objects of the
memorandum;
(b) alteration of articles of association in relation to insertion or removal of provisions
which, under section 2(68), are required to be included in the articles of a company in order to
constitute it a private company;
(c) change in place of registered office outside the local limits of any city, town or village
as specified in section 12(5);
(d) change in objects for which a company has raised money from public through
prospectus and still has any unutilized amount out of the money so raised under section 13(8);
(e) issue of shares with differential rights as to voting or dividend or otherwise under
section 43;
(f) variation in the rights attached to a class of shares or debentures or other securities as
specified under section 48;
(g) Buy-back of shares by a company under section 68; (h) election of a director under
section 151 of the Act;
(i) Sale of the whole or substantially the whole of an undertaking of a company as
specified under section 180;
(j) giving loans or extending guarantee or providing security in excess of the limit
specified under section 186:  It is mandatory for a company to pass resolution by postal
ballot in respect of such items of business as the Central Government may, by
notification, declare to be transacted only by means of postal ballot. It is, however,
discretionary for a company to pass any resolution by way of postal ballot other than (i)
Ordinary business items; and (ii) Any business in respect of which directors or auditors
have a right to be heard at any meeting.  It may be noted that One Person Company
(OPC) and other companies having members up to 200 are not required to transact any
business through postal ballot.

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MINUTES OF PROCEEDINGS OF MEETINGS [SECTIONS 118 & 119]

 Important Provisions [Section 118]:
 The minutes are a record of business transacted at meetings. Every company muse
keep minutes containing a fair and correct summary of all proceedings of general meetings
(including the resolutions passed by postal ballot) and those of Board meetings or those of
meetings of Committee of the Board or meeting of the Creditors, in books kept for that purpose.
 The minutes books must have their pages consecutively numbered, and the minutes must be
recorded therein within 30 days of the meeting, along with the date of such recording. They have
to be written directly on the numbered pages. Pasting or attaching of papers is not allowed.
Minutes for Both Board Meeting & General Meeting
1. Minutes are written representation of the proceedings of the meeting or it’s a
summary of the meeting in the written form. Secretarial standard to defines ‘Minutes’ as a formal
written record, in physical or electronic form, of the proceedings of a Meeting .
2. Every company must maintain a true and fair summary, of all the proceedings of the
meeting in the minute book.
3. Minutes are to be prepared for every meeting of the company whether it be a Board
Meeting, General Meeting, Committee meeting, etc.
4. It’s a general rule that minutes must contain a true and fair summary of the transactions
of the meeting, however, the chairman may exclude at his discretion ( Chairman enjoys complete
discretion in this regard) the following matters:
i) Defamatory statement against any person.
ii) Any Statement which is against the interest of company
iii) Any other irrelevant matter.
5. The Minutes must contain the details of the directors who are present at the Board
Meeting and details of the directors to whom leave of absence is granted by the Chairman (Board
Meeting).
6. In case of General Meeting, the minutes must contain name of the members who form
the quorum & the number of other members who were present in the meeting in person or
through a proxy.

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7. The minutes book must have its pages consecutively numbered. Minutes must be
directly written on the paper or printed through computer. Pasting of sheets in the minutes book
is not allowed.
8. The minutes may be maintained either in physical or electronic format. A company
shall, however, follow a uniform and consistent form of maintaining the minutes. Any deviation
in such form of maintenance (switch from physical to electronic or vice versa) shall be
authorized by the Board.
9. Signing of Minutes:
i) Board/Committee Meeting :-
a) The Minutes of Board meeting may be signed by Chairman of same meeting
within 30days of meeting or
b) By the Chairman of the next BM in the next Board Meeting.
ii) General Meeting :- The minutes of general Meeting must be signed by
Chairman of same meeting within 30 days of meeting, or if the chairman dies
before signing minutes, the Board of Director may appoint any other person to
sign the minutes of GM within 30 days.
iii) If the resolution has been passed through postal ballot within 30days by the
Chairman of the Board & if the Chairman dies than any other person who is
authorized by the Board.
10. Every page of minutes must be initialed by Chairman & the last page of minutes must
have full Signature of the Chairman along with the date & place of signing.
11. The Minutes may also be maintained in the loose-leaf book, if maintain in loose leaf
form, shall be bound periodically at least once in every three years. Further, there shall be
a proper locking device to ensure security and proper control.
12. In case of the Minutes of Board Meeting , the minutes shall also contain the name of
each director present in the meeting also the name of director who has not given consent
for any resolution or any dissenting director.
13. Every company shall observe secretarial standard with respect to general and Board
meetings by the ICSI and approved as such by the central Government. However,
specified IFSC private and specified IFSC public companies are exempted from this
requirement.
14. The Minutes book of the Board meeting shall be kept at the registered office of the
company or at such other place as the board of the company may determine, however, the
minutes of general meeting of the company shall be kept at the registered office of the
company.

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