Company Meeting

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 Meeting
• Derived from the Latin word ‘Maeta’. It means ‘face to face’.
• Meeting is a gathering or assembling of two or more persons for
transacting any lawful business.
• It is a planned occasion when people come together, either in person
or online, to discuss something.
• A meeting is an event in which a group of people come together to
discuss things and make decisions.
• Meetings may held face to face or virtually, as mediated by
communication technologies such as a telephone conference call or a
video conferences.

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 Company Meeting
• “Company Meeting is an assembly of people connected with the
company who have gathered for the purpose of discussing matters
related to it.”
• It is an official gathering of Shareholders, Directors, KMPs and / or
Creditors for discussing different issues relating to the company
and arrive at decisions.

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 Importance
• Opportunities for members to come together
• Minutes of the previous meeting
• Framing the Policies and planning
• Analysis of problems
• Legal requirements
• Other elements

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 Company
Meeting

Board General
Meeting Meeting
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 Essentials of Valid Meetings
• The law provides certain provisions, Proper
which are supposed to be followed by Convening of
the company while holding various Meeting
types of company meetings. A
meeting must be called conducted
according to the provisions provided Proper
in the law & in AOA. Constitution of
• If these provisions are not followed Meeting
while convening & conducting the
meeting, then the whole proceedings
of the meeting will be invalid.
Proper Conduct
of Meeting
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 Proper Convening
of Meeting

Proper
Notice Agenda
Authority
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 Proper Authority
• The first essential element of a valid meeting is that it must be
called by an appropriate/ proper authority.
• For General Meeting: Board of Directors, for special circumstances
Members/NCLT/Central Government.
• For Board Meeting: Chairman of the Board

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 Notice
• The term “notice” is derived from the Latin word “notitia” which
means ‘knowledge’. A meeting cannot be validly held unless a proper
notice of it has been given.
• Notice means an invitation in writing to the concerned persons for
attending in the meeting.
• It is an advance written intimation containing day, date, time and
place given by company to all those who are entitled to receive it.
• Preparing and serving notice is an essential requirement of a valid
meeting.
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Content
Authority to send notice
Authority to receive Notice {Sec
172(2)}
Period of Notice
Ways of serving Notice {Sec 172(2)}
Statement (Sec 102)
Omission to give notice {Sec 172(2)}
Type of meeting
Exact day, date, time and place of meeting
Agenda of Meeting, Special resolution
Special business with explanation
Board of Directors, secretary can authorize to send notice
All shareholder for General Meeting
Auditor for AGM
Legal representative of deceased or insolvent member
A person named first in register of members in case of joint holders
All directors for Board Meeting and General Meeting
For General Meeting 21 clear days before
For Board Meeting 7 clear days before
Personally or ordinary post on registered address
Registered post if charges paid
Advertisement in newspapers, display on website
By E-mail as per Ministry of Environment
If special business in general meeting
Deliberate omission to give notice to even single member
shall invalidate the meeting. 10
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 Agenda
• List of things to be dealt with especially at a meeting.
• A statement containing a list of items to be discussed at the
meeting.
• It is a part of the notice of the meeting which indicates the list of
business issues to be transacted at the meeting.
• A secretary has to prepare the agenda in consultation with the
chairman.

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 Agenda
Importance/ objectives Guidelines
• To bring in to the notice of all the members in • Simple Language, brief and clear
advance that, what matters will be discussed at
the time • Routine to special matters
• It enables the members to prepare their strategy • Proper sequence
in advance regarding the issues that will be
discussed at the meeting • Within scope of meeting
• It helps to remove the confusion among the
minds of members if any regarding the purpose
of the meeting.
• To prevent many questions being put to the
chairman, which are usually raised by members
having insufficient information.
• To bring discipline among members while in the
meeting
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 Types of Agenda
• Bare Statement: All items are described in brief, point wise
• Draft Minutes: Items are given in detail, full information regarding
items

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 Proper Constitution of
Meeting

Quorum Chairman
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 Quorum (Sec. 103)
• The minimum numbers of members required to be present at a
meeting.
• If this minimum number of members is not present, then the
meeting is held to be invalid and no business can be transacted
at it.
• The quorum has to remain present from beginning till the end of
meeting.
• Secretary ensure the quorum before the start the meeting.

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• Quorum Required for a General Meeting: Section 103 of the Act states the quorum
required for a General Meeting. Under this Section, unless the Articles of Association
of the company provide for a larger quorum, the minimum quorum must be:
 For public companies:
 5 members present if as on the date of the meeting being held, the number of members in
the company does not exceed one thousand.
 15 members present if as on the date of the meeting there are more that one thousand
members but less than five thousand members.
 30 members present if as on the date of the meeting there are more than five thousand
members.
 For private companies: In the case of a private company regardless of the number of
members, two members must be present for the quorum to be met for a meeting.
• Quorum Required for a Board Meeting: Section 174 (1) states the quorum for a
board meeting must be 1/3rd of the total number of directors or 2 directors
whichever is the higher number.
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 Chairman of the meeting (Sec. 104)
• The successful conduct of any meeting is largely dependent upon
the personality of the chairman.
• He acts as the Presiding Officer of the company’s meeting. It is this
chairman who is responsible for maintaining order and also
conducting the meeting.

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 Appointment of Chairman
• As per Regulation 45 of Table F the chairman if any of the Board
shall preside as Chairman at every GM of the company.
• If the AOA of a company do not contain any provision for the
appointment of chairman, such appointments shall be made by
the members present at the meeting by show of hands .
• If a poll is demanded on the election of the Chairman, it shall be
taken immediately & the chairman elected above shall continue to
be chairman of the meeting until the other person get elected by
poll.

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 Powers of the Chairman
• To keep order and conduct the meeting properly.
• To regulate the course of the proceedings at the meeting.
• To decide priority amongst speakers when two or more persons simultaneously
rise to speak.
• To stop the speaker when his allotted time is over.
• To check irrelevant and personal references during the course of debate.
• To prevent the use of improper language and behaviour of the member.
• To exercise casting vote in case of equality of votes. {Casting vote means the
right to cast a second vote in case of equality of votes cast in favour and
against the resolution. }

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 Duties of the Chairman
• To see that the meeting is properly called and constituted.
• To see that proper notice of the meeting has been given to all.
• To see that the requirements of the Companies Act and Articles of Association are
duly compiled with.
• To take care that proper discipline is maintained at the meeting.
• To see that the proceedings are conducted in a proper manner.
• To see that the voting is fair.
• To deal with incidental questions which arise at the meeting.
• To act in the interest of the meeting.
• To declare the meeting closed when all the business has been transacted.
• To see that proper and correct minutes are entered in the minutes book and to sign
them.

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 Proper Conduct of Meeting

Proxy Motion Voting Resolution Minutes

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 Proxy (Sec. 105)
• The agent appointed by the member of a company to attend &
vote on his behalf at a meeting of members.
• A proxy is a person who attends a general meeting and votes of a
member of the company.
• It is statutory right to appoint a proxy.

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 Legal Provisions
Appointment • Every members of the company who is entitled to attend & vote at the meeting can
appoint a proxy.
• Certain companies members not appoint proxy due to order Central Govt.
• Minor, insolvent not appoint as proxy
• Not appoint for Board Meeting
• Appointment valid for an adjourned meeting

Right A proxy has no right to speak at meeting and to vote except on a poll.

Membership A proxy may or may not be a member of the company.

Proxy Form Proxy form must be submitted by the member in company’s registered office at least 48
hours before the meeting.
Separate proxy form for each meeting
Inspection Proxy forms can inspect by member with giving 3 days notice.

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 Motion
• It is a topic or subject proposed as a basis of discussion.
• Since a member at a meeting formally introduces or moves a
subject for discussion it is called a motion.
• He person who puts forth motion in meeting is called a proposer
or a mover.
• With the permission of the chairman a motion is moved by an
individual. He ‘secures the floor’, addresses the chairman and
makes a short speech in support of the motion.

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 Essentials of a valid motion
• A motion must be in writing and signed by the proposer, and put to the
meeting by the Chairman.
• A motion should not contain any argument, inference or defamatory
expression.
• Wording of motion should be affirmative - clear, and definite.
• Motion should be within the scope of agenda.
• Motion should be seconded by at least one member.
• Every member is allowed to speak on the motion only once.
• Motion can be withdrawn by proposer by following a procedure.

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 Types of Motion
• Primary Motion: It means a motion related to some important function of the organisation.
For example, a motion on the election of a director or removal of a director can be termed
as primary motion. It is also known as the original motion.
• Secondary Motion: It means a motion related to some amendment of a motion.
Sometimes some words are added as addendum to a primary motion or a rider is added as
a further action. This type amendment without changing the original tone of motion is
known as secondary motion.
• Substantive Motion: When a proposed amendment to a motion is voted upon and passed,
then the original motion has to be altered before it is put to vote. A motion, when
amended, is called a substantive motion. A primary motion when actually amended by a
secondary motion then it is known as substantive motion. In short a corrected or amended
motion can be termed as substantive motion.
• Formal Motions: Discussions at a meeting may be interrupted by raising various kinds of
formal or dilatory motions. Such as Closure Motion, Previous Question Motion, Next
Business Motion, Adjournment of Debate Motion and Adjournment of Meeting Motion.
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 Types of Formal Motion
• Closure Motion: This way of ending the discussion, motion put for
voting
• Previous Question Motion
• Next Business Motion
• Adjournment of Debate Motion
• Adjournment of Meeting Motion.

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 Amendment
• It is any alteration proposed by a member to the original motion
when a motion is under discussion.
• Adding, Deleting, Replacing and changing the position or place of
some new words.
• Relevant to the main motion.
• Not alter the original motion entirely.

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 Point of Order
• It is a question or objection raised by any member when he wants to bring to the notice of
the chairperson the irregularities in the meeting.
• A point of order is interruption to draw the chairman's attention to an
irregularity of procedure or some other point.
• It can be raised by any member at any moment during a meeting when anything is done or
proposed to be done which is contrary to the general rules and procedures relating to the
conduct of meeting.
• Point of order may be raised in these situation: Absence of quorum, motion discussion out
of scope, breach of any rule relevant to meeting, misbehavior of any member and use of
improper language by any member and procedural formalities.
• When the point of order is raised, discussion on the original motion is stopped for some
time.
• The decision on the point of order is taken by the chairperson. It shall be final and binding
on the meeting.
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 Voting
• To express opinion in a formal way
• To ensure the sense or trend of the meeting

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 Voice: Yes/NO

Division: make two groups

Hands

Ballot

Electronic Means

Poll: one share one vote

Postal Ballot/E–Voting
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 Resolution
• A motion accepted in a meeting is called resolution.
• It is formal and final decision of meeting.
• A resolution is the final form of a decision taken at a meeting by voting
on a motion, with or without amendment.
• A motion is considered at a meeting, a resolution is the outcome of the
discussion.
• A resolution is binding on the organisation.
• Recorded in minute book, present tense, affirmative form with voting
of both side
• No alteration

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 • Simple majority, More than 50%
Ordinary Resolution (Sec. 114) • Routine Business,
• No submission to ROC, No explain the particulars in Notice

• Special majority, ¾ or 75%

Special Resolution • Special business, mention in notice, only in General Meeting
(Sec 114(2)) • Submission to ROC through e-filing on MCA portal within 30 days.

• As per Act & AOA

Resolution requiring Special • Ordinary or special
Notice (U/S 115) • special notice to company before 14 days, 7days before to members

• Submitted to ROC within 30 days from passing

Resolution requiring Registration • All special resolutions, appointment or reappointment of MD, Dissolution of company
(Sec 117)

• Important and urgent decision

Resolution by Circulation • Not have sufficient time for holding of physical meeting
• Draft resolution is prepared and forwarded to all directors to pass resolution
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 Invalid Resolutions
• Not within the scope of notice and meeting.
• Resolution passed at the meeting but not properly convened and
constituted.
• If the fact of special business is not mentioned in the notice of the
meeting.
• If resolution requires a specific majority of votes but it is passed
only by ordinary majority of votes discussed at the meeting.
• Beyond the scope of Memorandum of Association.
• Voting on the motion is irregular.
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 Minutes (Sec. 118)
• Written records of proceedings of a meeting.
• A concise and accurate official record of the decision taken at the
meeting.
• It should contain a fair and correct summary of the proceedings of the
Meeting
• Prepared by Secretary within 15 days after the meeting
• Past tense
• Approved in next meeting.
• Minutes books separate for General & Board meeting

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 Importance
• Authentic Record
• Evidence
• Future reference
• Legal provision
• Information to absent members
• Information about Resolution
• Inspection of Minutes (Sec 119)

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