Company Law

Company Meetings

“A meeting is a gathering of two or more people that has been convened for the purpose of
achieving a common goal through verbal interaction, such as sharing information or reaching
agreement.” Meeting should be within and following perfect compliance with the various provisions
of the companies Act, 2013 and the rules framed thereunder. A company expresses its will and takes
decisions through resolutions passed at these validly held meetings. The primary purpose of a
meeting is to ensure that a company gives reasonable and fair opportunity to those entitled to
participate in the meetings to take decisions as per the prescribed procedures.

Decision making powers are with the members and the directors. GM’s provides a platform for the
directors to express their will in regard to the management of the affairs of the company.

“Shareholder’s democracy, class action suits and protection of the interest of the investors”

Kinds of Company Meetings

1) Meetings of the shareholders

2) Meetings of the BOD and their committees
3) Meetings of the Debenture Holders
4) Meetings of the Creditors

Annual General Meetings – Section 96

The meetings are held annually for seeking approval to certain ‘ordinary business’ is called the
annual general meeting. This is not applicable on One Person Company. In each calendar year (1 st
Jan- 31st dec) it is required for a company to hold one annual general meeting in addition to other
meetings, the company also needs to specify the meeting as such in the notices of calling it. The gap
between 2 subsequent meetings cannot exceed more than 15 months.

The first annual general meeting of a company must be held within 9 months of the closing of first
financial year (i.e., Assessment year, next year from date of incorporation) (i.e., before 31 st
December) and the next meetings must be held within 6 months of the closing of the financial year
(i.e., Before 30th September)

A company will not hold an annual general meeting in their year of incorporation if the company
holds it as per the procedure prescribed above. Also, that this meeting will be for both the years.

A registrar can extend the time period of the annual general meeting other than the first financial
meeting by a period of not exceeding three months.

How it will be called: It will be called during business hours (9 AM – 6 PM), not on a national holiday.
It can be held at the registered office of the company or any other place within which the registered
office of the company is situate (City, Town or Village) The CG can exempt any company from this
provision but it will be subject to the conditions it may impose.

Business to be transacted at annual general meeting – Section 102

Ordinary Business:

1) The consideration of financial statements and the reports of the BOD and Auditors
2) Declaration of any dividend
 3) The appointment of the directors in place of those retiring
4) The appointment of, and the fixing of the remuneration of the auditors.

Explanatory statement is not required for transacting any item of ordinary business.

Special Business:

1) Rest of all the business

Extraordinary meeting – Section 100

The AOA of the company makes provisions for having general meetings other than annual general
meetings. As there are many matters which needs the approval and consent of the members and it
is impossible for the company to wait for the next annual general meeting. These meetings are
called extraordinary meetings.

Calling for EGM by whom and how

1) By the Board Suo Motu: Section 100 (1): this meeting will be called on the will of the board
and it can be held in any place in India.
2) By Board on requisition of members: The Board must call an EGM if it receives an requisition
from these numbers of members. 1) if a company has a share capital, the members who
hold, on the date of the requisition not less than one-tenth of the paid up share capital of
the company as on date caries the right of voting. 2) if a company not having a share capital,
members on the date of requisition, not less than one-tenth of the total voting power of the
members having on the said date a right of voting.

The requisition will have set out matters for the consideration must be signed by the requisitionists
and sent to the registered office of the company. The Board must call a meeting within 21 days from
the date of receipt of a valid requisition and to have a meeting within 45 of such deposit of
requisition.

3) By requisitionists: Section 100(4): if the Board does not call a meeting as prescribed above
the requisitionists may call a meeting within a period of 3 months from the date of
requisition. 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. 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.
4) By tribunal:

Notice of meeting (Section 101)

Book of Account, etc, to be kept by company.

1) Prepare and Keep at its registered office, book of accounts and other relevant books and
papers and financial statement for every financial year which gives a true and fair view of
the state of the affairs of the company,

Duly signed -signed after approval of the board, one person authorised for singing. Chairperson or
the two directors one of them must be managing officer or company secretary.

Duly adopted
Documents- 1) notice 2) financial statement and etc 3) proxie (proxie form within 48 hrs)attached

with the notice. Members have the power to adopt. When sdopted it must be submitted to the
registrar

if the duly signed is not adopted then the company must send the duly signed financial statement
to the registrar as provisional financial statement. After th financial statement in the adjurend
meeting adopted the actual financial statement the company within 30 days must submit to the
registrar.

If meeting did not happen then the company must give the provisional financial statatmen and
reason as to why meeting did not take place

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