Importance of

Meeting,
Proceeding
and Auditor
PRITI NASALAPURKAR
NITESH SINGH
P R AV E E N PA N D E Y
RAJVEER SINGH
R AV I T R I V E D I
V I D H I T I WA R I
NAURIN K N
 Meeting:
The term "meeting" under the Companies Act, 2013 is not
specifically defined. However, it is generally understood to
refer to a gathering of members of a company for the
purpose of discussing and making decisions about
the company's affairs.
Meeting and
Proceedings The Company Act provides for the following types of
meetings:
i. Annual general meeting
ii. Extra-ordinary General meeting
iii. Class meetings under certain circumstances the
court can order certain meetings.
iv. Board of Directors Meeting.
(B) Other meetings:
v. Meeting of the creditors
vi. Meeting of the Debenture Holder
Annual General Meeting: [sec.96]
 Annual General Meeting (AGM) is held to have an interaction between the management and the
shareholders of the company.
 The Companies Act, 2013 makes it compulsory to hold an annual general meeting to discuss the yearly
results, auditor’s appointment and so on.
 All companies except One Person Company (OPC) should hold an AGM after the end of each financial year.
 A company must hold its AGM within a period of six months from the end of the financial year.
 First annual general meeting, the company can hold the AGM within nine months from the end of the first
financial year.
Procedure for an AGM:
 The company must give a clear 21 days’ notice to its members for calling the AGM.
 The notice should mention the place, the date and day of the meeting, and the hour at which the meeting is
scheduled.
 All members of the company including their legal representative of a deceased member and assignee of an
insolvent members.
The auditor(s) of the company.
All director(s) of the company.
 The notice may be given in writing through speed post or registered post or via electronic mode.
 The notice should be sent to the address of the member as per the records of the company.
 In case of listed companies such notice shall also be published in an Urdu and an English newspaper having
circulation in the province in which the stock exchange, on which the company is listed is situated.
Agenda of an AGM:
 Consideration and acceptance of the audited financial statements.
 Review Director’s report and auditor’s report.
 Dividend declaration to shareholders.
 Appointment of directors to replace the retiring directors.
 Appointment of auditors and deciding the auditor’s remuneration.
 Apart from the above ordinary business, any other business may be conducted as a special
business of the company.
 A special resolution requires at least 75% of the votes in favor of the decision.
 In case of special business transactions, the resolution may be passed as an ordinary resolution
or a special resolution, depending on the applicable legal provisions.
 An AGM should be conducted during the business hours between 9 a.m. and 6 p.m. only.
 The meeting can be conducted on any day, which is not a national holiday, including holidays
declared by the Central Government. The meeting can be held at any place which is within the
limits of the city or town or village in which the registered office is situated.
Member’s Rights in an AGM:
 The members (including shareholders) of the company are entitled to attend and vote at the
AGM.
 Members can cast their votes by a physical ballot or postal ballot or through e-voting.
 Members can appoint proxies to attend an AGM and vote on their behalf only when it is a poll
vote.
Minutes of an AGM:
 Minutes means an official written record, physical or electronic form of the proceedings of a
Meeting.
 Every company has to prepare the minutes of the AGM compulsorily.
 The minutes of the AGM means the written record of the proceedings of the meeting.
 The Company Secretary will record the proceedings of the AGM. Where there is no Company
Secretary, any other person duly authorized by the Board or by the Chairman will record the
proceedings.
Extra ordinary General Meeting:
[sec.100]
 Sub-section (1) of section 100 empowers the board of directors to call extraordinary general
meeting as and when it is deemed necessary.

 In a company, there are certain matters that are so crucial to be discussed that they need to be
addressed immediately to the members, which is where an extraordinary general meeting
comes into play.
 Such a meeting is held to discuss special business, especially those businesses that do not fall
under the ordinary business that is discussed at annual general meetings.
Board of Directors Meeting.
 The board of directors is responsible for overseeing the
company's management and decision-making processes.
 Board meetings provide a forum for directors to discuss
strategic issues, make operational decisions, and monitor
the company's performance.
PROCEEDINGS:
 NOTICE OF MEETINGS - Notice of a meeting must be given to
all members of the company in accordance with the
company's articles of association.
 PROCEDURE AT MEETINGS - Meeting, including the rules for
voting, the powers of the chairperson, and the procedure for
resolving disputes.
 RESOLUTIONS - Resolutions are decisions made by a meeting.
A resolution is passed if it is supported by a majority of the
votes cast by the members present at the meeting.
 MINUTES - Minutes of a meeting are a record of the
proceedings of the meeting.
 ADJOURNMENT OF MEETINGS - A meeting may be adjourned
by a resolution of the members present at the meeting.
Auditors
DEFINITION OF AUDITORS:
 The Companies Act, 2013, defines an auditor as an individual
or a firm that is qualified to conduct an independent
examination of a company's financial statements.
 The auditor's primary role is to express an opinion on whether
the financial statements give a true and fair view of the
company's financial position, performance, and cash flows.
ROLE OF COMPANY AUDITOR
 Reporting to the company's members on the accounts examined by
them.
 Reporting any fraud or irregularities they discover in the
company's affairs.
 Providing guidance to the company on matters of accounting and
financial reporting.
 Auditors play a crucial role in maintaining the financial integrity of
companies and ensuring that their financial statements are reliable
and accurate.
 Their work is essential for protecting the interests of investors,
creditors, and other stakeholders.
Eligibility Criteria for Auditors:
 Member of a recognized Institute of Chartered Accountants or Cost Accountants of India.
 He has at least three years of experience in auditing the accounts of companies.

 The auditor's appointment and resignation are subject to the approval of the company's
members and must be filed with the Registrar of Companies within 15 days of the
appointment or resignation.
 Case Study: Chilson v. Metropolitan Transit
Authority, 796 F.2d 69 (5th Cir. 1986)

Parties Involved:
1. Chilson, a Metropolitan Transit Authority (MTA) employee
2. Metropolitan Transit Authority
Understandings:
- Chilson v. Metropolitan Transportation Authority: a pivotal case for
internal auditing.
- Citation of internal auditors' work elevates the profession's
standing.
- Highlights the profession as a trustworthy source of valuable
information.
- Documentation significance: Shows that internal auditors'
records can influence legal judgments, even leading to new trial
motions being granted.
Bibliography:
 Case study: EBSCO ( https://search.ebscohost.com/ )
 https://www.cagmc.com/extraordinary-general-meeting-under-companies-act-2013/#penalty
 https://cleartax.in/s/annual-general-meeting-companies-act-2013
 https://www.cagmc.com/annual-general-meeting-under-companies-act-2013/
Thank you
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