Second Module

Dr. KAPIL BANSAL

INSTITUTE OF BUSINESS MAANAGEMENT
GLA UNIVERSITY, MATHURA
 COMPANY LAW

Companies Act, 2013

 COMPANY MEETINGS
• Meeting means the meeting of certain
minimum no. of persons (known as quorum) for
transacting some business (called agenda)
• The co. carries on its business and makes
different decisions through its members
(shareholders) or their representatives (BOD).
• The company takes its decisions by passing
certain resolutions at properly convened and
constituted meetings of its shareholders.
 Kinds of meetings
• Directors or board meetings :
a) Boards meetings
b) committee meetings
Shareholders meetings :
a) Annual general meeting
b) Extra-ordinary general meeting
c) class meetings
Creditors and debenture holders meetings

• Meetings of creditors & debenture holders are

generally held in case of compromise schemes
or in case of voluntary winding up
 BOD
• A board of directors is a group of people
elected to represent the company and to
assume responsibility for the overall direction
and management of the organization.
 MEETINGS OF THE BOARD
• 1.   Frequency of Meeting:
–         First Meeting:
First Meeting of Board of Directors within 30 (Thirty)
days from the date of Incorporation of company. –
 Subsequent meetings
Minimum No. of 4 meetings of Board of Director in a
calendar year.
Maximum Gap B/W two meetings should not be more
the 120 days.
• 2. Calling of Meeting: Meeting of Board of Director
should be called by giving 7 days notice to Directors at
his registered address through:
By hand delivery
By post
By Electronic means
 Quorum of Board Meeting:
• 1/3 rd of total strength OR 2 (Two) Directors,
whichever is higher.
• Where meeting of Board could not be held for want
of quorum, the meeting shall automatically adjourn
to same time, same place at next week (Not being
national holiday).
• If number of directors reduced below quorum in the
adjourned meeting then the remaining directors may
hold the meeting.
 Committee meetings
• The act empowers the board, by a resolution
passed at a meeting, to delegate to any
committee of directors certain powers.
 COMMITTEES:

• MANDATORY COMMITTEES:
1. AUDIT COMMITTEE: ALC, (Sh.Cap-10Cr., TUOV-
100cr., LOANS-50Cr.)
2. NOMINATION & REMUNERATION COMMITTEE:
ALC
3. STAKEHOLDERS RELATIONSHIP COMMITTEE:
ALC
4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
ALC
ALC, NW-500 CR., TUOV-1000CR. , NP-5 CR,
 Shareholder ‘s meetings

• Annual general meeting

• Extra-ordinary general meeting
• Class meetings
 AGM
• Time and Place of AGM: The AGM must be held within
six months from the end of the financial year. The
meeting must be held at the registered office of the
company or at some other place within the city, town,
or village where the registered office is situated.
• Notice of AGM: The notice of the AGM must be sent
to all members, directors, and auditors of the
company at least 21 days before the meeting. The
notice must contain the date, time, and place of the
meeting, along with the agenda.
 Contd…
Business to be Conducted at every AGM:
• To approve the annual financial statements,
including the balance sheet, profit and loss
account, and cash flow statement.
• To declare dividends, if any.
• To appoint or reappoint directors, if necessary.
• To appoint or reappoint auditors, if necessary.
 Extra-ordinary general meeting
• An AGM is called ordinary meeting. Therefore,
if a co. holds any meeting other than the
ordinary meeting, it is called extraordinary
meeting.
• It is called, when it becomes necessary to
discuss certain important matters which
cannot be postponed until the next AGM.
 CLASS MEETINGS
• Class meetings of shareholders are held where
the matter to be discussed affect the rights of
a particular class of shareholders only.
 Case
• ABC Ltd. is a publicly traded company that is required to
hold an AGM every year. The board of directors of ABC Ltd.
has called for an AGM, and the notice of the meeting has
been sent to all the shareholders 21 days prior to the
meeting
• However, the meeting is scheduled to take place after the
prescribed time limit of six months from the close of the
financial year.
• What are the consequences of holding the AGM after the
prescribed time limit, and what actions can the
shareholders take in this scenario?
 Requirements of a valid meeting

• Proper authority
• Proper notice of meeting
• Quorum for meeting
• Chairman of meeting
• Voting
• Proper minutes of the meeting must be kept
 Proper Authority
• Board Meeting: The Board of Directors of a company
has the authority to call a Board Meeting. The
Chairman of the Board or any two directors can also
call a Board Meeting.
• General Meeting: A General Meeting can be called
by the Board of Directors or by any other person
authorized by the Articles of Association of the
company. Additionally, the members of the company
can also requisition the Board of Directors to call a
General Meeting.
 Contd…
• In summary, the Board of Directors generally
has the authority to call meetings under the
Companies Act, 2013. However, depending on
the type of meeting, other persons or
committees may also have the authority to call
a meeting.
 Contd…
• Notice of Meetings: A company is required to
give notice of all meetings to its members,
directors, and auditors. The notice must be given
at least 21 days before the meeting, except in
certain cases where shorter notice is permitted.
• Quorum: The Act specifies the minimum number
of members or directors required to be present
at a meeting to constitute a quorum.
 Contd…
• Chairman of Meetings: Every meeting must have a
chairman to preside over the meeting. The chairman may
be elected by the members or appointed by the Board of
Directors.
• Voting: The Act specifies the procedures for voting at
meetings. Members may vote in person or by proxy, and
the chairman has a casting vote in case of a tie.
• Minutes of Meetings: The minutes of every meeting must
be recorded and maintained by the company. The minutes
should contain a summary of the proceedings and
decisions taken at the meeting.
THANK YOU