Meetings of Company
&
Requisites of Valid Meeting
Presentation by: Group 6
Princy Bhojwani Sumeet Kumar Mishra
Geet Kumar Gunjan Poply
Aagam Jain Tanu Valecha
Darren Dias Divya Nagi
Satya Mohammad Reehan
Introduction
A meeting is defined as gathering, assembling, or coming together of two or more
persons (by previous notice or by mutual arrangement) for discussion and transaction of
some lawful business.
CHARACTERISTICS
Two or more persons (who are the members of the Company) must be
present at the meeting. A meeting cannot be constituted by one
person.
The assembly of persons must be for discussion and transaction of
some lawful business.
A previous notice would be given for convening a meeting.
The meeting must be held at a particular place, date and time.
The meeting must be held as per provisions/rules of Companies Act
Types of Meetings
Meeting of Sharehlders
Meeting of Directors
Other Meetings
Meeting of Shareholders
ANNUAL GENERAL EXTRAORDINARY CLASS MEETING
MEETING GENERAL MEETING
An extraordinary meeting is Class meetings are meetings
An annual general meeting usually called by the Board of which are held by the holders
(AGM) must be held each Directors in emergent of a particular class of shares
year by every company other situation for taking up some (i.e., where the share capital of
than a One Person Company. urgent business that cannot a company is divided into
AGM is an important platform be kept till the next different classes of shares),
by which the general body of AGM. The notice should also e.g., preference shareholders.
shareholders finds an give the nature and extent of Such meetings are normally
opening to exercise their the interest of the directors called when it is proposed to
power of control. or manager in the special alter, vary or affect the rights
business. of that particular class of
shareholders.
Meeting of Directors
From Section 173(1) to Section 173(5)
Purpose- To discuss major problems and policy issues
First BOD meeting should be held within 30 days of incorporation
Notice- Prior Seven days in writing
Minimum directors required to be present- 1/3 or 2, whichever is higher
Other Meetings
A company may provide through its articles for the meeting of other
persons related to and interested in affairs of the company, i.e. meetings
of debenture holders and creditors.
The basic aim of the provision of these meetings is to ensure the
protection of interest of debenture holders and creditors, as the case
may be in affairs of the company.
These meetings might be called or in the event of winding up to make
certain arrangements with its debenture holders and creditors.
Other Meetings
Meeting of Meeting of Creditors
Debenture Holders These meetings are held when the
company has gone into liquidation to
ascertain the total amount due by the
These meeting are called according to
company to its creditors.
the rules and regulations of the Trust
The main purpose of these meetings is to
Deed or Debenture Bond.
obtain the approval of the creditors and
Such meetings are held from time to time
contributors to the scheme of
where the interests of debenture holders
compromise or rearrangement to save
are involved at the time of re-
the company from financial difficulties
organisation, reconstruction, Section 391 to 393 of the Companies Act
amalgamation or winding-up of the 2013 gives powers to the company to
company. compromise with the creditors and lay
The rules regarding the appointment of down the procedure of the action.
Chairman, notice of the meeting, quorum Sometimes, the Court may also order for
etc. are contained in the Trust Deed. such a meeting to be held.
Agenda
A meeting agenda is an outline of what will occur during a meeting.
A meeting agenda is usually shared with participants before the
meeting so they can prepare.
During a meeting, an agenda creates
1. structure - gives a proper set of topics and objectives.
2. saves time - gives a proper time frame
3. maintains focus - decreases the chances of getting off track.
After a meeting, an agenda can be used to recap the meeting or to
draft the minutes.
Agenda
BENEFITS
It gives the meeting a clear purpose.
It helps you stay on track.
It defines responsibilities.
It ensures essential topics are covered.
Sending the agenda in advance prepares participants.
WHAT SHOULD BE INCLUDED IN THE AGENDA?
The theme of the meeting
Meeting goals
A list of topics
Estimated time allotments for each topic
Supporting documents
Time for free discussion
Requisites for a Valid
Meeting
A meeting must be properly convened or called
Proper and adequate notice to all participants
A meeting must be legally constituted
Business at the meeting must be validly transacted
Contents of Notice
Section 101(1)
A general meeting of a company may be called by giving not less than clear 21 days
notice either in writing or through electronic mode in such manner as prescribed.
E-mail or Advertisement: same day of service of notice
Further in case the company sends the notice by post or courier, an additional two
days shall be provided for the service of notice.
Short Notice may be given, if consent, in writing or through electronic mode
a)In case of AGM by not less than 95 % of members entitled to vote
b)In case of other general meetings:
if company has a share capital, not less than 95% paid up share capital
if company has no share capital, not less than 95% of total voting power
exercisable
Contents of Notice
Section 101(2)
Every Notice of meeting shall contain the following:
Place
Date
Day
Hour
Statement of Business transacted
Section 101(3)
Notice given to the following
every member of the company, legal representative of any deceased
member or the assignee of an insolvent member;
the auditor or auditors of the company; and
every director of the company.
to debenture trustees or any other specified person, if mentioned.
Chairman
Chairman is the head or the presiding officer of a committee, board, commission
or similar entities
Chairman is the person who is appointed to regulate, control, and direct the
smooth conduct of the business
He/She is also responsible to see that the decisions are made in accordance with
the relevant laws, regulations, and guidelines
Appointment of Chairman:
1. By show of hands
2. voice vote
3. secret ballot
Provisions for appointment of Chairman
1. The chairman of the board shall preside as chairman at every general meeting of
the company
2. If there is no chairman present, or if the person appointed as a chairman is
unwilling to act as one, the directors present shall elect one of their members as
the chairman of the meeting. ( U/S 104, CA 2013)
3. Any objection to the appointment of a chairman should be made immediately
because otherwise any irregularity in the nomination may become cured by
acquiescence.[Cornwall v. Woods, (1846)
4. Companies Act 2013 provided a separate role for Chairman (Leader of the
board) and CEO (Leader of the management)
5.
Duties of Chairman
1. Ensures that meeting is properly convened through a prior notice
2. Chairman should also make sure that the meeting members (himself and the quorum)
are there
3. Proceedings at the meetings are properly conducted
4. All members in the meeting should get an equal opportunity to express their views
5. Order and decorum of the meeting should always be maintained
Quorum (Sec-174)
Requirements of members : Time of presence of QUORUM:
1/3rd of strength, The quorum must be present
01 (5-10-15) members - Public 02 when the meeting proceeds to
company business & video conferencing
2 members - Other company is accepted
Dissolution of meeting:
Adjournment of meeting:
Within half an hour from the
03 time appointed for holding a 04 Meeting will be adjourned to the
same day in the next week, at
meeting, a QUORUM is not same time and place or other day
present, the meeting, if called at such time by the Board of
upon the requisition of the Directors.
member shall stand dissolved.
Quorum (Sec-174)
Exceptions to Quorum
Normally one member cannot constitute a meeting and cannot fulfil the
requirements of quoram.
Class meeting of shareholders.
Tribunal calls a meeting.
Proxy or Quorum not present.
OPC - One director
Minutes of Meeting
Minutes refers to the official record of the proceedings or the business transactions
that have taken place.
Kinds of MOM:
1. Minutes of Resolutions-Only decisions arrived at are recorded.
2. Minutes of Narration-Summary of discussions, business transacted, decisions,no
of votes(resolutions).
3. Combination- Details of narration and resolution are mentioned.
Minutes of Meeting
Contents:
1. Date, Place and Time
2. Names of: Chairperson, Directors, Secretary, No. of Members present, etc.
3. Approval of previous minutes
4. Description of Resolutions passed, business transacted and decisons taken at the
meeting.
5. Contracts approved, (if any)
6. Special Resolutions (at least 2/3rds or 75% in favor) (if any)
7. Agenda for Next Meeting
8. Signature of Chairman and date of confirmation.
Legal Provision Relating to Minutes
Mandatory to record minutes
1. personal meetings of members
2. general meetings of creditors
3. meeting of board of directors
4. meeting of the committee of BOD
Recording & Signing within thirty days
Minute book
Numbering each page
Content
Content of minutes of Board Meeting
1. the names of the directors
2. in case of a resolution passed, the names od directors not
concurring with the resolution.
Cont...
Chairman's Power to exclude from the minutes
1. which could be regarded as deflamatory to any person
2. which is irrelevant or immature to the proceedings
3. which is determined to the interest of the company
Minutes to be evidence
Meeting, resolutions etc are deemed to be valid
1. meeting shall be deemed to have been duly called and held
2. the proceedings of the meetings have duly taken place
3. the resolution passed by postal ballet have been duly passed
4. all appointments of directors, Key Manager Personas, auditors, shall be
deemed to be valid.
Penalty for non compliance
Punishment for Tampering with Minutes
Thank You
Group 6
