MEETINGS

 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.

PERIOD OF HOLDING AN ANNUAL GENERAL MEETING

First Annual General Meeting Subsequent Annual General Meeting

 The first annual general meeting shall
be held within a period of 9 months
from the closing of first financial year.
 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.
 No extension by authority possible
 The subsequent annual general meeting
shall be held within a period of 15
months from the last AGM.
 Subsequent annual general meeting shall
be held within a period of six months of
closure of relevant financial year.
 Such meeting should be conducted every
calendar year.
 The Registrar may, for any special reason
shown, grant an extension of time for
holding the subsequent AGM up to 3
months.

☻ Department of Company Affairs has clarified that while granting the extension, ROC
can ignore the requirement of holding an AGM in every calendar year. However in
such a case, AGM held in the next year shall be deemed to the AGM of the previous
year and for the next year, one more AGM will be required to be held.

 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 :5
(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.
  Any business other than the above mentioned business, which can be transacted
at an Annual General Meeting, shall be deemed to be Special Business. It may
be noted that in the case of Extra5ordinary General Meeting (EGM), all
businesses are special businesses. [Section 102]

 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.

 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 Extra5ordinary
General Meetings. Regulation 42 of Table F provides that all general
meetings, other than annual general meetings, shall be called as extra5
ordinary general meetings. All business which can be transacted at an
E.G.M. shall be deemed special.
 Who may call Extraordinary General Meeting:

Board of Directors Requisitionists National Company Law

Tribunal (NCLT)
Suo moto
On requisition
 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.

 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.

 PROCEDURE FOR CONVENING AND CONDUCT OF GENERAL MEETINGS

 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.

 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.
 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.
 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 106ẇ109]

 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.
 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;
(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 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) buy5back 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.

 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.
VOTING AND POLL

A vote is the formal expression of the will of the members of the

house either for or against a proposal. The matters proposed and duly
recommended in a general meeting of the company are decided by the voting
of the members of the company.

The procedure of voting is regulated by the Articles subject to

the provisions of the Act. Members holding any share capital of the company
have the right to vote on every motion placed before the company. However,
the members holding preference shares can vote only on those motions which
affect the rights attached to their capital. Share warrant holders, executors of a
deceased member, receiver of an insolvent member can not exercise any
voting right unless registered as members. The voting rights of an equity
shareholder at a poll are in proportion to his share of the paid up equity
capital.
 Voting may take place in either of the following two ways :

1. Voting by a show of hands

At any general meeting, unless the Articles otherwise

provide, a resolution put to the vote is in the first instance decided by a
show of hands except when a poll is demanded [Sec. 177]. While voting
by a show of hands, one member has one vote irrespective of the shares
held by him. Proxies can not be counted unless the Articles otherwise
provide. The Chairman will count the hands raised and will declare the result
accordingly. Chairman's declaration of the result of voting by the show of
hands to be conclusive evidence [Sec. 178].

2. Voting by poll [Sec. 179]

If there is dissatisfaction among the members about the result of

voting by the show of hands, they can demand a poll. 'Poll' means counting
the number of votes cast for and against a motion. The voting rights of a
member on a poll shall be in proportion to his share of the paid-up equity
capital of the company. Before or on the declaration of the result of voting on
any resolution by a show of hands, a poll may be ordered to be taken by the
Chairman of the meeting of his own motion, and shall be ordered to be taken
by him on a demand made in that behalf by the person or persons specified
below :

(a) In the case of a public 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 not being

less than one tenth of the total voting power in respect
of the resolution, or

(ii) on which an aggregate sum of not less than fifty

thousand rupees has been paid-up,
(b) In the case of a private company having a share capital, by one
member having the right to vote on the resolution and present
 in person or by proxy if not more than seven such members
are personally present, and by two such members present in
person or by proxy, if more than seven such members are
personally present,

(c) In the case of any other company, by any member or members

present in person or by proxy and having not less than one
tenth of the total voting power in respect of the resolution
[Sec. 179(1)].

The demand for a poll may be withdrawn at any time by the

person or persons who made the demand. [Sec. 179(2)]. The provisions of
Section 179 apply to a private company, which is not a subsidiary of a public
company unless the articles provide otherwise.

A poll demanded on the question of adjournment or the election

of the Chairman shall be taken forth with. A poll demanded on any other
question shall be taken at such time not being later than forty eight hours from
the time when the demand was made, as the Chairman may direct. Where a
poll is taken, the meeting will be deemed to continue until the ascertainment of
the result of the poll. Even a voter who was not present at the meeting when
the poll was demanded to be taken, may vote personally in a poll held on the
next day.

The Chairman of the meeting shall have the power to regulate

the manner in which a poll shall be taken [Sec. 185(1)]. Where a poll is to be
taken, the Chairman of the meeting shall appoint two scrutiniser to scrutinise
the votes given on the poll and to report thereon to him [Sec. 184 (1)]. Of the
two scrutiniser, one shall always be a member present at the meeting,
provided such a member is available and willing to the appointed [Sec.184
(3)].

The Articles of a company may provide that no member shall

exercise any voting right in respect of any shares registered in his name on
which calls or other sums presently payable by him have not been paid (Sec.
181).
Proxies

A meeting has right to vote either in person or by proxy. Any member of a

company who is entitled to attend and vote at a meeting of the company can appoint
another person (whether a member or not) as his proxy to attend and vote instead of himself
but a proxy so appointed will have no right to speak at the meeting. Unless the articles
otherwise provide, a proxy will not be allowed to vote except on a poll. A member of a private
company, unless the articles provide otherwise is not entitled to appoint more than one
proxy to attend on the same occasion. Besides unless the articles provide otherwise a
member of a company not having a share capital is not entitled to appoint a proxy. The
instrument appointing a proxy is required to be in writing and signed by the appointor or his
attorney duly authorised in writing. A proxy is revocable but it should be revoked before the
proxy has voted. If the member who has appointed a proxy personally attends and votes at
the meeting, the proxy is revoked by such conduct of the member [Section 189]. Death of
the member who has appointed a proxy revokes the authority of his proxy but if the
company has no notice of such death, then the vote given by the proxy will be valid.

RESOLUTIONS

The decisions of a meeting take the form of resolutions carried by a majority of

votes. A question on which a vote is proposed to be taken is called a 'motion'. Once a 'motion'
has been put to the members and they have opted in favour of it, it becomes a resolution. A
resolution may, thus, be defined as the formal decision of a meeting on a particular proposal
before it.

Types of Resolutions

Resolutions are of the following types :

1. Ordinary Resolutions ;

2. Special Resolutions ; and

3. Resolutions requiring special notice.

Ordinary Resolution

At a general meeting of which notice has been given, if votes cast in favour of the
resolution by members exceed the votes, if any, cast against the resolution by members, the
resolution so passed is an ordinary resolution [Sec. 189(1)]Unless the Companies Act or the
memorandum or the articles expressly require a special resolution or resolution requiring special
notice, an ordinary resolution is sufficient to carry out any matter.

Transactions where ordinary resolution is required

Important maters for which an ordinary resolution is enough are as follows :

(i) Issue of shares at a discount (Sec. 79)

(ii) Alteration of the share capital (Sec. 94)

(iii) Approval of the statutory report (Sec.165)

(iv) The consideration of accounts, the Balance Sheet and the report of the Board
of Directors and of the auditors (Sec. 210)
(v) Appointment of auditors and fixation of their remuneration [Sec. 224(1)].

(vi) Appointment of the first directors who are to retire by rotation [Sec. 255(1)].

(vii) Increase or decrease in the number of directors within the limits prescribed by
the Articles [Sec. 258].

(viii) Adoption of the appointment of sole selling agents [Sec. 294].

(ix) Removal of a director and appointment of another director in his place [Sec.
284(1)].

(x) Declaration of dividend [Sec. 205].

(xi) Appointment of liquidator in case of voluntary winding up and fixing his

remuneration [Sec. 490(1)].

(xii) To rectify the name of company [Sec. 22].

(xiii) To cancel or redeem debentures [Sec. 21].

(xiv) To cancel directors by rotation [Sec. 256].

(xv) To approve the remuneration of directors [Sec. 309].

(xvi) To fill the vacancy in the office of Liquidator [Sec. 492].

Special Resolution

The resolution is a special resolution, if

(i) the intention to propose the resolution as a special resolution has been duly
specified in the notice calling the general meeting ;
(ii) the notice required has been duly given of the general meeting; and

(iii) the votes cast in favour of the resolution by members are three times the
number of the votes, if any, cast against the resolution by the members [Sec.
189 (2)].

A copy of the special resolution must be filed with the Registrar within 30 days of its
passing.

Special Resolution Matters

In addition to the matters given in the articles of the company, the Companies
Act specifies certain matters for which a special resolution must be passed ; for example,

(i) to alter the memorandum of the company [Sec. 17];

(ii) to alter the articles of the company [Sec. 31];

(iii) to issue further shares without pre-emptive rights [Sec. 81];

(iv) for creation of a reserve capital [Sec. 99];

(v) to reduce the share capital [Sec. 100];

(vi) to pay interest out of the capital to members [Sec. 208],

(vii) for authorising a director to hold an office or place of profit [Sec. 314];

(viii) for voluntary winding-up of a company [Sec. 484].

Resolutions Requiring Special Notice

A resolution requiring special notice is not an independent class of

resolutions. It is a kind of ordinary resolution, with the only difference that here the mover
of the proposed resolution is required to give a special notice of 14 days to the company
before moving the resolution, and the company shall then immediately give its members
notice of the resolution in the same manner as it gives notice of the meeting. If that is not
practicable, the company shall give not less than seven days notice before the meeting either
by advertisement in a newspaper or in any other mode allowed by the articles (Sec. 190).

In addition to the purposes enumerated in the articles requiring special notice,

under the Act, special notice has to be given for the following matters :

(a) for a resolution at an annual general meeting appointing as auditor a person

 other than a retiring auditor and for a resolution providing expressly that a
retiring auditor shall not be re-appointed (Sec. 225).

(b) for certain persons who shall not be eligible for appointment as directors
whose period of office is liable to determination by retirement of directors by
rotation (Sec. 261).

(c) for removing a director before the expiry of his period of office; and

(d) of any resolution to appoint a director in place of a director so removed (Sec.

284).

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 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.

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.
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.

Requirements for Conducting a Valid Board Meeting

Right Convening Authority
The board meeting must be held under the direction of proper authority. Usually,
the company secretary (CS) is there to authorize the board meeting. In case the
company secretary is unavailable, the predetermined authorized person shall act as the
authority to conduct the board meeting.
Adequate Quorum
The proper requirements of the quorum or the minimum number of Directors required to
conduct a Board meeting must be present for it to be considered a valid board meeting.
Proper Notice
Proper notice is one of the major requirements to be fulfilled when planning a board
meeting. Formal notice has to be served to all members before conducting a board
meeting.
Proper Presiding Officer
The meeting must always be conducted in the presence of a chairman of the board.
Proper Agenda
Every board meeting has a set agenda that must be followed. The agenda refers to the
topic of discussion of the board meeting. No other business, which is not mentioned in
the meeting must be considered.
Provisions under the Companies Act, 2013:
As stated in Section 173(2) of Companies Act, 2013 read with Rul e 3 of the Companies
(Meetings of Board and its Powers) Rules, 2014, The participation of directors in a meeting
of the Board may be either in person or through video conferencing or other audio
visual means as may be prescribed, which are capable of recording and recognizing
the participation of the directors and of recording and storing the proceedings of such
meetings along with date and time.
The Complete process for conducting of Board Meeting through video conferencing is
prescribed under Rule 3 of the Companies (Meetings of Board and its Powers) Rules,
2014 read with Secretarial Standard – 1.
Meaning of “video conferencing or other audio visual means”audio- visual electronic
communication facility employed which enables all the persons participating in a
meeting to communicate concurrently with each other without an intermediary and to
participate effectively in 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:
I. The notice of the meeting shall inform the Directors regarding the option available to
them to participate through video conferencing mode.
II. 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.
III. Notice shall seek advance confirmation from the Directors as to whether they will
participate through Electronic Mode in the Meeting.
IV. 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).
V. 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.
Duties of the Chairman of the Meeting:
I. Safeguard the integrity of the meeting by ensuring sufficient security and
identification procedures.
II. Ensure availability of proper video conferencing or other audio visual equipment or
facilities for providing transmission of the communications for effective participation of
the directors and other authorized participants at the Board meeting.
III. To record proceedings and prepare the minutes of the meeting.
IV. To store for safekeeping and marking the tape recording(s) or other electronic
recording mechanism as part of the records of the company at least before the time of
completion of audit of that particular year.
V. To ensure that no person other than the concerned director are attending or have
access to the proceedings of the meeting through video conferencing.
VI. To ensure that participants attending the meeting through audio visual means are
able to hear and see the other participants clearly during the course of the meeting.
Conducting of Meeting
1. At the commencement of the meeting, a Roll Callshall be taken by the Chairperson
when every director participating through video conferencing or other audio visual
means shall state, for the record, the following namely:-
a. Name;
b. The location from where he is participating;
c. That he has received the Agenda and all the relevant material for the meeting (Like:
Draft Resolutions, Notes to Agenda etc) and
d. That no one other than the concerned director is attending or having access to the
proceedings of the meeting at the location mentioned in clause (b);
II. After the roll call, the Chairperson shall confirm that the required quorum is
complete.
III. A director participating in a meeting through video conferencing or other audio
visual means shall be counted for the purpose of quorum.
IV. The Chairperson shall ensure that the required quorum is present throughout the
meeting.
V. Every participant shall identify himself for the record before speaking on any item of
business on the agenda.
VI. If a statement of a director in the meeting through video conferencing or other
audio visual means is interrupted or garbled, the Chairperson shall request for a repeat
or reiteration by the Director.
VIII. At the end of discussion on each agenda item, the Chairperson of the meeting
shall announce the summary of the decision taken on such item along with names of
the directors, if any, who dissented from the decision taken by majority.
Minutes of the Board Meeting:
1. The minutes shall disclose the followings:
I. The particulars of the directors who attended the meeting through video conferencing
or other audio visual means.
II. The location from where and the Agenda items in which he participated
Compliance after conclusion of Board Meeting:
I. The draft minutes of the meeting shall be circulated among all the directors within
fifteen days of the meeting either in writing or in electronic mode as may be decided by
the Board.
II. Every director who attended the meeting, through video Conferencing shall confirm
or give his comments in writing, about the accuracy of recording of the proceedings of
that particular meeting in the draft minutes, within seven days or some reasonable time
as decided by the Board, after receipt of the draft minutes failing which his approval
shall be presumed.
III. After completion of the meeting, the minutes shall be entered in the minute book.
IV. The minutes shall be signed by the Chairman.
V. The attendance register shall be deemed to have been signed by the Directors
participating through Electronic Mode, if their attendance is recorded by the Chairman
or the Company Secretary in the Attendance Register and the Minutes of the Meeting.
Preservations of Records:
I. The recording of attendance of Meetings through Electronic Mode shall be preserved
for a period of at least eight financial years and may be destroyed thereafter with the
approval of the Board.
II. Minutes of all Meetings shall be preserved permanently.
III. Office copies of Notices, Agenda, Notes on Agenda and other related papers shall
be preserved in good order in physical for as long as they remain current or for eight
financial years, whichever is later and may be destroyed thereafter with the approval of
the Board
Other Conditions:
I. the scheduled venue of the meeting as set forth in the notice convening the meeting
[**], shall be deemed to be the place of the said meeting and all recordings of the
proceedings at the meeting shall be deemed to be made at such place.
II. The statutory registers which are required to be placed in the Board meeting as per
the provisions of the Act shall be placed at the scheduled venue of the meeting and
where such registers are required to be signed by the directors, the same shall be
deemed to have been signed by the directors participating through electronic mode, if
 they have given their consent to this effect and it is so recorded in the minutes of the
meeting.
III. From the commencement of the meeting and until the conclusion of such meeting,
no person other than the Chairperson, Directors and any other person whose presence
is required by the Board shall be allowed access to the place where any director is
attending the meeting either physically or through video conferencing without the
permission of the Board.
Matters which cannot be transacted through Video Conferencing
i. The approval of the annual financial statements;
ii. The approval of the Board’s report;
iii. The approval of the prospectus;
iv. The approval of the matter relating to amalgamation, merger, demerger, acquisition
and takeover
What is E-voting?

“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, in such a
manner 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. It includes remote e-voting.
“Remote e-voting” means the facility of casting votes by a member using an electronic voting system
from a place other than venue of a general meeting.
Applicability

The e-voting and the provisions relating to e-voting under Companies Act, 2013 have been made
mandatory for the following:

1. Companies that are listed on recognized stock exchange, other than

1. Companies listed on SME Exchange
2. SME companies listed on Institutional Trading Platform without IPO
2. Company having 1000 or more members
Procedure to be followed by companies providing e-voting facility

1. Notice of the meeting is to be sent to all members, directors and auditors of the company.
1. Notice shall be sent by
1. Registered post or speed post, or,
2. Electronic means, i.e. registered e-mail id of the recipient, or,
3. Courier service.
2. Contents of the notice: The notice of the meeting shall state
1. That the company is providing facility for voting by electronic means and the business may be
transacted through such voting,
2. That the facility for voting, either through voting by electronic means or ballot/polling paper
shall also 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,
3. That the members who have cast their vote by remote e-voting prior to the meeting may attend
the meeting but shall not be entitled to cast their vote again,
4. Process and manner for voting by electronic means,
5. Time schedule including the time period during which the votes may be cast by remote e-
voting,
6. Details about the login ID,
7. Process and manner for generating or receiving the password and for casting of vote in a
secure manner,
 8. Notice of the meeting shall be displayed on the website of the company, if any, after it is sent
to the members.
2. Public Notice by way of Advertisement:
1. When: A public notice by way of an advertisement shall be published immediately on completion
of dispatch of notices, but atleast 21 days before the date of the general meeting.
2. Where: Such advertisement shall be published in
1. One English newspaper having country wide circulation,
2. One vernacular newspaper having wide circulation in the district of the Registered office of the
company, and
3. Website of the company and agency
3. Contents of such advertisement shall be:
1. Statement that the business may be transacted through voting by electronic means,
2. The date and time of commencement of remote e-voting,
3. The date and time of end of remote e-voting,
4. cut-off date,
5. The manner in which the shareholders may obtain the login ID and password,
6. Website of the company, if any, and of the agency where notice of the meeting is displayed.
7. Name, designation, address, email id and phone number of the person responsible to address
the grievances connected with facility for voting by electronic means.
8. The statement that
1. Remote e-voting shall not be allowed beyond the said date and time
2. Manner in which the company shall provide for voting by members present at the Meeting
(electronic/ballot paper)
3. A member may participate in the general meeting even after exercising his right to vote
through remote e-voting but shall not be allowed to vote again in the meeting
4. A person whose name is recorded in the register of members or in the register of beneficial
owners maintained by the depositories as on the cut-off date only shall be entitled to avail
the facility of remote e-voting as well as voting in the general meeting.
3. Remote E-voting:
1. A resolution proposed to be considered through voting by electronic means shall not be
withdrawn.
2. The facility for remote e-voting shall remain open for not less than 3 days and shall close at 5.00
p.m. on the date preceding the date off the general meeting.
3. During the period when facility for remote e-voting is provided, the members of the company
holding shares either in physical form or in dematerialized form, as on the cut-off date, may opt
for remote e-voting.
4. Once the vote on a resolution is cast by the member, he shall not be allowed to change it
subsequently or cast the vote again.
5. At the end of the remote e-voting period, the facility shall forthwith be blocked.
6. The manner in which members have cast their votes, that is, affirming or negating the resolution,
shall remain secret and not available to the Chairman or Scrutinizer or any other person till the
votes are cast in the meeting.
4. E-voting in the meeting:
1. A member may participate in the general meeting even after exercising his right to vote through
remote e-voting but shall not be allowed to vote again.
2. The Chairman shall, at the general meeting at the end of discussion on the resolutions on which
voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot or polling
paper or by using an e-voting system for all those members who are present at the general
meeting but have not cast their votes by availing the remote e-voting facility.
3. If a company opts to provide the same electronic system as used during remote e-voting during
the general meeting, the said facility shall be in operation till all the resolutions are considered
and voted upon in the meeting and may be used for voting by the member attending the meeting
and who have not exercised their right to vote through remote e-voting.
5. Scrutinizer:
1. Board of directors of the company shall appoint one or more scrutinizers, who is a Chartered
Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an
 Advocate’ or any other person who is not in employment of the company and is a person of
repute as a Scrutinizer.
2. Function of the Scrutinizer: to scrutinize the voting and remote e-voting process in a fair and
transparent manner
3. The Scrutinizer may take assistance of a person who is not in employment of the company and
who is well-versed with the e- voting system.
4. For the purpose of ensuring that members who have cast their votes through remote e-voting do
not vote again at the general meeting, the scrutinizer shall have access, after the closure of
period for remote e-voting and before the start of general meeting, to details relating to members,
such as their names, folios, number of shares held and such other information that the scrutinizer
may require, who have cast votes through remote e-voting but not the manner in which they have
cast their votes.
5. The scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count
the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the
presence of at least two witnesses who are not in the employment of the company.
6. The scrutinizer shall maintain a register either manually or electronically to record the assent or
dissent received, mentioning the particulars of name, address, folio number or client ID of the
members, number of shares held by them, nominal value of such shares and whether the shares
have differential voting rights.
7. The scrutinizer shall make, not later than three days of conclusion of the meeting, a consolidated
scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person
authorized by him in writing who shall countersign the same.
6. On submission of report by Scrutinizer to Chairman:
1. The Chairman or a person authorized by him in writing shall declare the result of the voting.
2. The results declared along with the report of the scrutinizer shall be placed on the website of the
company, if any, and on the website of the agency immediately.
In case of companies whose equity shares are listed on a recognized stock exchange, the company
shall, simultaneously, forward the results to the concerned stock exchange or exchanges where its
equity shares are listed and such stock exchange or exchanges shall place the results on its or their
website.