Company Meeting

Rajeshwari H S
Assistant Professor
Department of Commerce
GFGC Punjalakatte
 Company Meeting

Factors to be Covered in this Chapter

 AGM

 Board meeting

 Essentials of a valid Meeting

 Company Meeting

Annual General
Meeting

Shareholders Extraordinary
Meeting General Meeting

Board Meetings Class Meeting

Company
Meetings
Meetings of
Debenture Holders

Meetings of
Creditors
Company Meeting Indian Oil Corporation
 Annual General Meeting

Each Year

Time Period(First and Subsequent meeting)

Notice for Meeting(21 or 14)

Time and Day for Meeting(9 to 6 and not a national Holiday)

Place of Meeting(company Premises or within the city, village)

Default in Holding AGM Sec 96 and 97

Penalty(Rs. 1 lakh plus 5000 per day)

 Approval of
Directors

Approval of
Annual Accounts

Appointment of
Ordinary Business
directors

Appointment or
reappointment of
auditors.
Business to be
transacted Sec Declaration of
102 Dividend

Raising of the
authorised Capital
Special Business
Alteration of the
articles of
association
 Extraordinary
General Meeting
Sec 42

By the By
directors on requisitionists
Directors on By the
the themselves
their Own Tribunal
requisition of
Sec 100(1) Sec 100(4) (5)
the members
Sec 100(2)
Extraordinary General Meeting by the directors on the
requisition from the members

Signing and
Object
deposit

Board to call
Number of
Meeting
members
within
(1/10)
45(21+21)days
 Extraordinary General Meeting By the Requisitionists
themselves Sec 100(4) (5)

Legal Right
Cancellation
Claim All the of meeting
Expenses members
The members
Expenses are having right
can cancel
deducted provided they
the meeting, if
from directors fulfil the
quorum is not
remuneration restrictions of
their
AOA
Extraordinary General Meeting By the Tribunal

Registered
office close

Dispute
No duly among the
constituted members as
Director to to the legal
call director to
call meeting
 Board Meetings Sec 173-175

Number of Meetings
 First Board Meeting 30 days of its date of incorporation
 Subsequent meetings at least once in three calendar months and at least 4 BOD
meetings in a year.
 The gap between the two board meetings should not exceed 120days

Notice of Meetings
 Should be in written form circulated to all the directors
 A minimum of 7 clear days of notice should be circulated
 For shorter period of meetings, at least one independent director should be
present.
 For shorter period meeting, if independent Director is also absent, the decision
taken should be circulated to all the directors and then only it can be finalised
 Board Meetings Sec 173-175

Participation of Directors
 BOD should be present in person or by video conferencing
 The Central government may change the matter from time to time

Quorum of Meetings
 1/3rd of the total strength of the directors or two directors whichever is higher
 Vacant directors post can not be considered for total number
 Quorum is required throughout the meeting.

Adjournment of Meetings
 If quorum is not there, meeting will be adjourned till the same day of next week
 Essential Requirements of a Valid Meeting

1. Proper Authority to Convene Meetings

2. Proper and adequate Notice of the Meeting
3. Content of the Notice Sec 96 (2)
4. Chairman of Meeting
5. Quorum of the meeting Sec 103
6. Proxies
7. Agenda of the Meeting
8. Motions
9. Methods of Voting
10. Resolution
11. Minutes of Meeting Sec 118
 Essential Requirements of a Valid Meeting

1. Proper Authority to Convene Meetings

a. Board of Directors- General meetings

b. Shareholders- Extraordinary Meetings
c. Tribunal- Based on the petition of the member or the director
2. Proper and adequate Notice of the Meeting

General Rules
• Any Reasonable form AOA/Companies Act
• Date, time and place • 21 Clear days for
of general meeting
• Agenda 14 days for private
• Served in the manner company
as specified in AOA • Sent to
2. Proper and adequate Notice of the Meeting

General RulesEvery member of the companu

• Any Reasonable form AOA/Companies Act
• Date, time andLegal • 21 Clear days for
place representative of a deceased
general meeting
of member
• Agenda 14 days for private
• Served in the manner company
as specified inThe
AOA • Sent
auditors of the to
company

Every director of the company

3. Content of the Notice Sec 96 (2)

For AGM
Audited Financial Statements,
Directors and Auditors Reports,
Proxy form, Attendance slip

For EGM
Extraordinary Statements,
Proxy form, Attendance slip,
etc
4. Chairman of Meeting

The person who preside over the meetings usually one aomng the
member

First Chairman – Mentioned in the AOA

Subsequent Chairperson- BOD will decide after AGM
4. Chairman of Meeting
1. Maintain order and
decorum
2. Give ruling on the point
of order
3. Maintain relevance and
Powers
order in the debate
4. Decide the priority of
the speaker
5. Explain the objective
and the implications of the
resolution before put to
vote
6. Adjourn the meeting
7. Exercise the casting vote
1. Must act honestly
2. Must ensures all the legal
aspects of a meeting
3. Must give proper chance to
every member who, are
present
4. Must preserve the order in
Duties
the meetin
5. Must ensure that all the
members get equal chancer
5. Quorum of the meeting Sec 103

The minimum number of members required to be present in a meeting

as specified by law.
5. Quorum of the meeting Sec 103

Consider only the members who are personally present

Quorum to be present at the beginning of the meeting

Any resolution passed without quorum is invalid

Consider only the shareholders who have Voting rights

Joint owners are considered as single owners

Consider the member company representative for quorum

Where the total number of members reduced bellow the quorum, its
invalid to apply quorum
5. Quorum of the meeting Sec 103

3. Even though
2. Meeting shall be
1. Within half an quorum is not there 4. Normally single
adjourned to the
hour quorum in the Next week also, person can not be a
same day of next
should be proven the members present proxy for many
week
shall be the quorum
 6. Proxies

It refers to a person who is authorised by a member of a company to

attend and vote at a meeting of a company on his behalf.
6. Proxies – Legal Rules

•Appointment

•Minor

•Representation

•Appointment in writing

•Form number MGT.11

•Deposit of Document

•Valid for adjourned meeting

•Might be the member of the company

•Right to vote but not right to speak

•Notice of meeting

•Members right to inspect the proxy

•Revocation of proxy

•Members of a company not having share capital are not entitled to appoint the proxy
7. Agenda of the Meeting

 It refers to the things to be done in relation to meeting of a

company. The list of items to be discussed and transacted in the
meeting.

 Generally prepared by company secretary in consultation with

chairman.

 Agenda should be prepared well in advance and should be

circulates along with the Notice of the meeting.
8. Motions

 It refers to the definite proposal placed before the meeting for

discussion.

 The member presenting the motion is called the mover and he

should put his signature.

 A motion when passed with or without amendment it is called

resolution.
9. Methods of Voting

Voting is to ascertain the sense of the meeting

By show of hand By Poll

9. Methods of Voting Some other methods

By electric
By secret ballet paper By Division voting
9. Methods of Voting Some other methods

By voting by
By postal ballet paper By Voice coloured
chits
10. Resolution

 It is recommended decision of a meeting

 When a motion is passed with required majority in the company

meeting, it is called resolution.

 In other words , it is the formal decision of meeting

10. Resolution Types

Ordinary
Resolution

Resolution
requiring
special
Notice
Special
Resolution
10. Resolution Types
Features Ordinary Resolution Special Resolution

1. Number of Votes Simple Majority of 3/4th of majority

votes(50%)

2. Notice No such notice is Must be given to all

required members

3. Subject Matter Generally required for Required for special

ordinary matters matters which are of
permanent importance
to the company
4. Filing with Registrar of Need not be filled with Every special resolution
Companies registrar of company has to be filled with
registrar of company
5. Example Pass annual accounts, Create reserve capital,
declare dividends, etc change the name of
the company, create
reserve capital, etc
11. Minutes of Meeting Sec 118

 These are the written records of the business transacted and

 Rules regarding Minutes
decisions arrived at a meeting.

Must be written in the book with 30 days

Pages of minute book must be consecutively numbered

Minute book must be properly signed

Fair and correct summary of the proceeding at the meeting

Should include all the appointments made at the meetings

Should be kept at the Registered office of the company and it is open to

members for inspection

Penalty to the company-Rs.25, 000 and to the officer is Rs. 5,000

Agenda Motion Resolution Minutes
 35

Rajeshwari H S
Assistant Professor
Department of Commerce
GFGC Punjalakatte
gfgcrajeshwari@gmail.com