Introduction

Numerous meetings are convened in a company, which are generally divided into members’ meetings,
directors’ meetings, and other meetings. These meetings are carried on to attain different goals, and
each meeting has its own distinct set of rules and regulations. These rules have to be abided by the
company, and meetings have to be conducted in accordance with such set meetings. These meetings
play a major role in the decision-making process of the company.

A company meeting means two or more individuals coming together to carry out a legitimate business
or to take decisions on the same, like any other group of people flocking together for a particular
purpose. Now, in order to carry out the business of the company properly, it becomes necessary for the
directors and shareholders of companies to meet as often as necessary and to take unanimous decisions
based on their viewpoints and discussions. Simply put, it is crucial for companies to hold meetings for
the effective functioning of the company. These meetings hold great importance in the decision-making
process.

Moreover, shareholders, who are the owners of the company, have the right to have proper discussions
on the affairs of the company and to further exercise their rights in matters relating to the ongoing
activities and future of the company. Conducting meetings provides this chance to the shareholders and
also gives them an opportunity to keep a check on the activities of the board of directors, as the
directors are obligated to adhere to the decisions taken in the meetings of shareholders. Also, the
management of the company is vested in the hands of shareholders; hence, it is important that they
meet on a regular basis to take unanimous decisions and function effectively as a team.

Meaning and definition of company meetings

There is no definition of the term “meeting” per se in the Companies Act, 2013; in plain language, a
company can be defined as two or more individuals coming together, gathering, or assembling either by
prior notice or unanimous decision for discussing and carrying out some legitimate activities related to
business. A company meeting can be said to be a concurrence or meeting of a quorum of members to
carry out ordinary or special business and take decisions on important matters of the company.

Why are company meetings held

1. Control management function

Company meetings play a crucial role in controlling the management functions of a company.

2. Control the affairs of the company

In a company, the directors are accountable to the shareholders. Directors have been entrusted with the
duty to run the business and manage the day-to-day affairs of the company. By holding meetings, the
affairs of the company are controlled.

3. Future policies
Through meetings, the past policies and experiences of a company can be discussed, and new future
policies can be fixed. As stated above, directors are answerable to shareholders, so via such meetings,
the shareholders can learn about the affairs of the company. The rights of shareholders include:

1. Inquiring regarding the affairs of the company,

2. Criticising the function of the company,

3. Have effective control on the board.

Important definitions of company meetings

In the case of Sharp v. Dawes (1971), a meeting is defined as “an assembly of people for a lawful
purpose” or “the coming together of at least two persons for any lawful purpose.”

Further, according to P.K. Ghosh, “any gathering, assembly, or coming together of two or more persons
for the transaction of some lawful business of common concern is called meeting.”

Moreover, according to K. Kishore, “a concurrence or coming together of at least a quorum of members

by previous notice or mutual agreement for transaction business for a common interest is a meeting.”

General provisions to know about conducting valid company meetings

Proper authority to convene meetings

In order for a meeting to be regarded as valid, it must be called by a proper authority, like the board of
directors. In a valid board meeting, the decision to convene a general meeting and issue notice in this
regard must be taken by passing a resolution.

Notice

For a meeting to be conducted properly, a proper notice must be issued by the proper authority. It
means that such a notice must be drafted properly according to the provisions laid down under the
Companies Act, 2013. Also, such a notice must be duly served on all the members who are entitled to
attend and vote at the meeting. Moreover, the valid notice of the company must specifically mention
the place, the day, the time, and the statement of the business to be transacted at the meeting.

Quorum

A quorum is defined as the minimum number of members that are required to be present as mentioned
under the provisions of a particular meeting. Any business transaction carried out at a meeting without a
quorum shall be deemed to be invalid. The main object of having a quorum is to avoid taking decisions
by a small minority of members that may not be accepted by the vast majority. Every company meeting
has its own number of quorum, the same has been discussed under separate headings in the upcoming
passages.

Agenda
The agenda can be described as the list of businesses to be transacted while conducting any meeting. An
agenda is important for carrying out a business meeting in a systematic manner and in a proper,
predetermined order. An agenda, along with a notice of the meeting, is usually sent to all the members
who are entitled to attend a meeting. The discussion in the meeting has to be conducted in the same
manner as stated in the agenda, and changes can be made in the order only with the proper consent of
the members at the meeting.

Minutes

The minutes of the meetings contain a just and accurate summary of the proceedings of the meeting.
Minutes of the meetings have to be prepared and signed within 30 days of the conclusion of the
meeting. Further, the minutes books must be kept at the registered office of the company or any place
where the board of directors has given their approval.

Proxy

The term ‘proxy’ can be used to refer to a person who is chosen by a shareholder of a company to
represent him at a general meeting of the company. Further, it also refers to the process through which
such an individual is named and permitted to attend the meeting.

Resolutions

Business transactions in company meetings are carried out in the form of resolutions. There are two
kinds of resolutions, namely:

1. Ordinary resolution, and

2. Special resolution.

Types of company meetings

Company meetings are majorly divided into three categories, and the three categories are further
divided into subcategories, which are again divided into some categories. Let us have a look at the
categories.
Meetings of shareholders or members

The first main type of meeting is a meeting of shareholders or members of the company. It is further
divided into two categories, namely:

1. General meeting, and

2. Class meeting.

The general meeting is subdivided into three categories. Let us have a look at the nitty-gritty of each of
them.

Statutory meeting

A statutory meeting is a type of general meeting that must be held by every company limited by shares
and every company limited by guarantee with a share capital within not less than a month and not
more than six months from the date it was incorporated. Private companies are exempt from
conducting a statutory meeting. In this meeting, a report known as the ‘statutory report’ is discussed by
the directors of the company. Before the enactment of the Companies Act, 2013, the requirements laid
down for statutory meetings and reports under Section 165 were legit. However, after its enactment,
the same has been dropped.

Which companies do not need to conduct a statutory meeting

The following companies do not have any obligation to conduct a statutory meeting:
 1. Private company,

2. Company limited by guarantee having no share capital,

3. Unlimited liability company,

4. A public company that was registered as a private company earlier,

5. A company that has been deemed as a public company under Sec. 43 A.

What is notice of the meeting

The board of directors of a company is duty-bond to forward a notice of the meeting to all the
shareholders or members of the company. This has to be done at least 21 days prior to holding the
meeting, and an explicit mention of ‘statutory meeting’ of the company has to be made in the notice. If
the board of directors does not name it the ‘statutory meeting’, it will be a breach of the provision.

What is statutory report

Now that a mention of the statutory report was made above, you might wonder, what exactly is it? Let’s
find out.

The board of directors is obliged to forward a report known as the ‘statutory report’ at least 21 days
before the date of the statutory meeting. A copy of the report has to be forwarded to the registrar for
registration. This report has to be drafted by the board of directors of the company and certified and
amended by at least two of them.

What are the particulars of a statutory report

Under Section 165(3) of the Companies Act, 1956, a prior mention of the contents of a statutory report
has been made; it says the report must contain:

1. The total number of fully paid-up and partly paid-up shares allotted

2. The sum of the amount of cash received by the company with respect to the shares;

3. Information on the receipts, distinguishing them on the basis of their sources and mentioning
the amount spent for commission, brokerage, etc.

4. The names of the directors, auditors, managers and secretaries along with their address and
occupation, and changes of their names and addresses, if any.

5. The particulars of agreements that are to be presented in the meeting for approval, with
suggested amendments, if any.

6. The justifications in cases where any underwriting agreement was not executed.

7. The arrears due on calls from directors and other individuals.

 8. The details on the amount of honoraria paid to the directors, managers and others for selling
shares or debentures.

What is the procedure to carry out a statutory meeting

The board of directors has to send a statutory report to every member of the company, as mentioned
above. The members who attend this meeting may carry out discussions on matters relating to the
formation of the company or matters that are incorporated in the statutory report. Below are some of
the points one must note:

1. While conducting the statutory meeting, no resolution can be taken.

2. The main motive of conducting such a meeting is to familiarise all the members of the company
with matters relating to the development and origination of the company.

3. The shareholders, perhaps, the members of the company, will receive particulars relating to the
following:

1. Shares taken up,

2. Money received,

3. Contracts entered into,

4. Preliminary expenses incurred, etc.

4. The members or shareholders also have the opportunity to carry out a discussion on several
business ideas and ways to prosper the business, along with the future prospects of the
company.

5. Moreover, if a decision is not reached at the statutory meeting, an adjournment meeting is

called.

6. According to Section 433 of the Companies Act, 1956, if the company errs in submitting the
statutory report or in conducting the statutory meeting within the specified time, it may be
subjected to winding up.

7. However, the court, instead of directly winding up the company, has the authority to instruct
the company to submit a statutory report and conduct a statutory meeting, along with levying a
fine on the individuals who erred in conducting the meeting.

The following are the repercussions of not complying with the provisions on conducting a statutory
meeting:

1. If there is any mistake in complying with the provision for holding a statutory meeting under
Section 165, the directors or other officers of the company who are at fault will be liable to pay a
fine that is extendable up to ₹500.
 2. Under Section 43(6) of the Companies Act, 1956, in case the company errs in conducting the
statutory meeting or if the statutory report is not in compliance with the provisions of the Act,
the company may be compulsorily wound up if the court orders the same. However, under
Section 443(3) of the Companies Act, 1956, the court may pass an order to conduct a statutory
meeting or to send the statutory report, as the case may be, instead of winding up the
company.

Annual General Meeting (AGM)

The annual general meeting is defined under Section 96 of the Companies Act, 2013. As the name
suggests, an annual general meeting is one of the general meetings held once a year. As per Section 96
of the Companies Act, 2013, all companies have to hold an AGM within the stipulated time. An AGM
provides a chance for the members of the company to review the workings of the company and express
their opinions on the management and workings of the company.

Purpose of conducting an annual general meeting

The main purpose of conducting an AGM is to transact the ordinary business of the company. Ordinary
business includes the following:

1. Consideration of financial statements and reports from the directors and auditors.

2. Making declarations on dividends.

3. Appointing a replacement of director or directors in place of those who have retired.

4. Appointing and setting up the amount of remuneration for the auditors of the company.

5. It also includes annual accounts, crucial reports, and audits.

Notice of conducting the annual general meeting

The company has to send a clear 21 days’ notice to its members to conduct the annual general meeting.
The notice must mention the day, date, and location of the meeting, along with the hour at which it is
decided to be held. The notice should explicitly mention the business to be conducted at the AGM. A
company is obligated to send the AGM notice to the following:

1. All the members of the company, including the legal representatives of a deceased member and
the assignee of an insolvent member.

2. The statutory auditors of the company.

3. All the directors of the company.

The notice can be sent either by speed or registered mail or even through electronic means like email.

Date, time, and place of conducting an annual general meeting

Usually, an annual general meeting can be conducted at any time, provided it is during business hours
(between 9 am and 6 pm) and the day of the meeting is not a national holiday. Now, talking about the
location of the meeting, it can be held either at any pre-decided place within the area of the jurisdiction
of the registered office or at the registered office itself.

Below are some of the noteworthy pointers in context to the date, time, and place of holding an annual
general meeting:

1. A public company or a private company that acts as a subsidiary of a public company may
determine the timing of the meeting as per the articles of association.

2. At a general meeting, a resolution can also be passed for determining the time of holding
subsequent meetings.

3. In the case of private companies, the time and location are determined by passing a resolution
at any of the meetings.

4. For a private company meeting, the location may not be within the area of jurisdiction of the
registered office of the company.

Further, as per Section 101 of the 2013 Act, if any member files an application in case a company errs in
holding an annual general meeting, the time frame for notice to call for the meeting can be reduced to
less than 21 days (21 days is the time frame to send a notice to call for an annual general meeting) with
the agreement of members who are entitled to vote.

First annual general meeting and relaxations

As per Section 96 of the Companies Act, 2013, a general meeting must be held annually, as the name
suggests. It is mandatory that all companies hold such meetings at regular intervals. When the annual
general meeting is held for the first time after the company’s incorporation, it has to be held within a
period of nine months from the date of the closing of the financial year of the company, and in other
cases, within six months from the date of the closing of the financial year. Further, as per Section 96 of
the Companies Act, 2013, a company has no obligation to hold any general meetings until it holds its
first annual general meeting. Such a relaxation is provided so that the company can set up its final
reports for a longer duration. Another provision that is provided under Section 166(1) is that, with
proper authorization from the registrar, the company can postpone the date of the annual general
meeting. The registrar has the authority to postpone the date for a further three months at the most,
however, such a relaxation does not apply in the case of the company’s first annual general meeting.
Further, a company may not hold an annual general meeting in a year provided the registrar has
consented to it, however, the justification for such an extension should be reasonable and genuine.

Gaps between two annual general meetings

According to Section 96 of the Companies Act, the gap between two annual general meetings must not
exceed fifteen months. Further, Section 210 of the Act states that a company must provide a report on
the accounts of all the profits and losses of the company, and if the company does not have any profits,
an income and expenditure report must be submitted.

Furthermore, the following pointers are crucial to note in cases of gaps between two annual general
meetings:

1. When a company presents its report on profits and losses incurred, it has to mention all the
profits and losses endured by the company right from the day of incorporation.

2. The account shall have an update of at least 9 months from the date of the last annual general
meeting.

3. A balance sheet along with the account report has to be submitted, as well.

Also, after conducting the first annual general meeting, the next AGM must be held within 6 months
from the end of the financial year. If, due to any unforeseeable circumstance, the company fails to hold
the meeting, the tribunal may grant an extension of 3 months.

Quorum

Public company

The quorum in the case of a public company shall consist of the following:

1. 5 if the company has less than 1000 members,

2. 15 if the members are between 1000 and 5000, and

3. 30 if the number of members exceeds 5000.

Private company

In the case of a private company, only two members who are present will constitute the quorum.

Proxy in annual general meetings

Any member of the company who has the authority to vote at a meeting will be entitled to appoint a
proxy, i.e., another person to attend and vote instead of himself. Further, an individual cannot act as a
proxy on behalf of members exceeding a total of 50 and holding in aggregate not more than 10% of total
capital with the authority to vote.

Procedure to be followed after conducting the annual general meeting and penalty if the company
fails

After conducting the annual general meeting, a report in the form of MGT-15 within a period of 30 days
has to be filed. Further, under Section 121, the report will include how the meeting was convened, held,
and conducted as per the provisions of the 2013 Act. If the company errs in doing so, a penalty of ₹1
lakh shall be imposed. Further, on every officer who has erred in following the procedure of the
meeting, a penalty of ₹25,000 minimum shall be imposed, and in case the issue persists, a penalty of
₹500 for every day after the failure persists can be imposed, and the same shall be for a maximum of ₹1
lakh.

Penalty for not holding an annual general meeting

If a company errs in holding an annual general meeting in accordance with Section 99 of the Companies
Act, 1956, the act shall be considered a serious offence in the eyes of the law. Every member of the
company who is at fault shall be deemed to be a defaulter.

Further, a fine extendable to ₹100,000 may be levied on the defaulters. Moreover, as per Section 99 of
the Companies Act, if the defaulters persist with the same mistakes, and if the provisions under Sections
96 and 97 are not complied with, a fine of ₹5000 will be imposed on the defaulter until the problem
continues.

Power of NCLT (National Company Law Tribunal)

The National Company Law Tribunal, commonly known as NCLT, has the authority to call or direct a
meeting under Section 97 of the Companies Act, 2013, in case an application is filed by a member in
matters relating to the failure to conduct the meeting.

Extraordinary general meeting (EGM)

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 meetings are discussed under Section 100 of the Companies Act, 2013. An extraordinary
general meeting is any general meeting apart from the statutory meeting, an annual general meeting, or
any adjournment meeting. 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. Such meetings
are usually called for matters that are urgent and for those that cannot be discussed at annual general
meetings. Extraordinary general meetings are usually called by the following:

The directors or the board of directors of the company (sec100(1))

The shareholders of the company who hold 1/10th of the paid-up shares.

By requisitionists

Under Section 100(4) of the Company Act, 2013, if a board does not, within 21 days from the date of
receipt of a valid requisition in relation to any matters thereto, take any steps to call a meeting to
consider the matter not later than forty-five days from the date of receiving such a requisition, then the
meeting may be called upon and conducted by the requisitionists themselves within a time span of three
months from the date of the requisition.

Further, it is important to note the following pointers for a better understanding of the topic:
  Notice

The notice must specify the date, day, time, and place of holding the meeting, and must be held in the
same city as the registered office and on a working day.

 Notice to be signed

The notice has to be duly signed by all the requisitionists or on behalf of those requisitionists who have
permission to sign in place of the requisitionists, provided the permission is in writing. This can also be
done via an electronic request attached to a scanned copy to give such permission.

 No need of an explanatory statement to be attached to the notice

There is no need for any explanatory statement under Section 102 to be attached with the notice of an
extraordinary general meeting that is convened by the requisitionists and the requisitionists.

 Serving notice of the meeting

The notice of the meeting has to be served on all those members whose names are on the list of
registered members of the company. It should be served within three days of the requisitionists
depositing a valid request for conducting an EGM in the company.

 Method of serving the notice

The notice of the meeting can be sent through speed mail, registered mail, or even electronic means like
emails. If there is an issue with serving the notice or if some member does not receive the notice for any
reason, the meeting shall not be invalidated by any member.

By the tribunal

According to Section 98 of the Companies Act, 2013, if it is not possible to conduct a meeting in the
company, the tribunal may either suo moto or through an application submitted by any director or
member of the company who has the authority to vote at the meeting-

1. Instruct to hold and conduct a meeting in a manner the tribunal thinks fit, and

2. Provide ancillary or consequential instructions as the tribunal deems fit, including any directives
thus amending or supplementing in matters relating to the calling, holding and conducting the
meeting, the operation of the clauses of the Act or articles of the company.

Such instructions may also incorporate any command that a member of the company present in person
or via proxy shall be deemed to compose a meeting. The meeting held pursuant to such orders shall be
referred to as a meeting of the company that is duly called, held, and conducted.

Place of conducting an extraordinary general meeting

An extraordinary general meeting can be held at the registered office or any other location in the city
where such a registered office is located.

Notice for extraordinary general meeting

The notice of an extraordinary general meeting must be served in writing or through an electronic mode
in at least 21 days of conducting such a meeting.

Penalty for not holding an extraordinary general meeting properly

In cases where an extraordinary general meeting is not conducted properly, a fine of ₹10,000 within a
prescribed time can be levied on the defaulters. Moreover, in case the issue persists, a fine of ₹1000 per
day shall be levied. Additionally, the maximum fines in cases of erring in conducting an EGM successfully
are:

1. ₹50,000 for a member of the company, and

2. ₹200,000 for the company itself.

Basis Annual general meeting (AGM) Extraordinary general meeting (EGM)

An extraordinary general meeting

An annual general meeting, commonly known as an
What is it? (EGM), is a meeting other than an
AGM, is a regular meeting held annually.
AGM.

Similarly, EGMs are applicable to all

Applicability AGMs are applicable to all the companies.
companies.

Time of holding the An AGM has to be held within six months of the close
An EGM can be held at any time.
meeting of the financial year.

An AGM is held to serve the following purposes:

Whereas, an EGM is to be held for any
Electing the directors of the company,Passing of
Purpose matter for which a proper notice is
annual accounts, Declaring the dividends,
given.
and Appointing auditors.

The board of directors, along with

Who may call such a The board of directors has the authority to call such a
requisitionists, have the authority to
meeting? meeting.
call such a meeting.

Similarly, the tribunal may call and

Repercussions of The tribunal may call and impose a fine in case a
impose a fine in case a company errs in
default in conducting company defaults in holding an AGM in a requisite
holding an EGM in the prescribed
such a meeting manner.
manner.
Class meeting

Class meetings, as the name suggests, are meetings conducted for shareholders of the company that
hold a particular class of shares. Such a meeting is conducted to pass a resolution that is binding only on
members of the concerned class. Also, only members belonging to that particular class of shares have
the right to attend and vote at the meeting. Usually, the voting rules are applicable to class meetings as
they govern voting at general meetings.

Such class meetings can be conducted whenever there is a need to alter or change the rights or
privileges of that class as stated in the articles of association. In order to execute such changes, it is
crucial that these amendments be approved in a separate meeting of the shareholders and supported
by passing a special resolution. Under Section 48 of the Companies Act, 2013, which talks about
variations in shareholders’ rights, class meetings of the holders of the different classes of shares must be
conducted in case there are any variations. Similarly, under Section 232, which discusses mergers and
amalgamations of companies, where a scheme of arrangement is proposed, there is a requirement that
meetings of several classes of shareholders and creditors be conducted.

Board meetings

As per Section 173 of the Companies Act, 2013, a company has to hold the meeting of board of directors
in the following manner:

1. The first board meeting has to be conducted within a span of thirty days from the date of
incorporation.

2. In addition to the above meeting, every company has to hold a minimum of four board meetings
annually, and there shall not be a gap of more than one hundred and twenty days between
consecutive two meetings.

Please note: With the issuance of Secretarial Standard 1 (SS-1), a circular by ICSI, a clarification was
given that the board shall conduct a meeting at least once every six months with a maximum gap of one
hundred and twenty days between two consecutive board meetings. Further, the SS also specified that it
will be sufficient if a company holds one meeting in every renaming calendar quarter in the year of its
incorporation in addition to the first meeting, which is to be held within thirty days from the date of
incorporation.

3. In matters relating to Section 8 of the Companies Act, with an exemption by MCA dated
5.06.2015, it was held that the sub clause (1) of Section 173 will be applicable only to the extent
that the board of directors of such companies hold at least one meeting in every six months.

Purpose of holding a board meeting

Board meetings are held for the following purposes:

1. For issuing shares and debentures.

 2. For making calls on shares.

3. For forfeiting the shares.

4. For transferring the shares.

5. For fixing the rate of dividend.

6. For taking loans in addition to debentures.

7. For making an investment in the wealth of the company.

8. For pondering over the difficulties of the company.

9. For making decisions of the policies of the company.

Notice of board meetings

As per Section 173(3) of the Companies Act, 2013-

1. A notice of not less than seven days must be sent to every director at the address that is
registered with the company.

2. Such notice can be sent either via speed post, by hand delivery, or through any electronic
means.

3. The SS-1 (mentioned above) states that if the company sends the notice by speed post, or
registered post, or by courier, an additional two days shall be added to the notice served
period.

4. In situations when the board meeting is called at shorter notice, it has to be conducted in the
presence of at least one independent director.

5. Further, if the independent director is absent, the decision occurred at must be circulated to all
the directors, and it shall be final only after ratification of decision by at least one independent
director.

6. Moreover, in cases where a company does not have its own independent director, the decision
shall be said to be final only if it is ratified by a majority of directors, unless a majority of
directors gave their approval at the meeting itself.

Some important pointers on the requirements and procedures for convening and conducting a valid
board meeting

1. Directors can join the meeting-

In person,
 Through video conferencing, or

Other audio visual means.

2. Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, has provisions related
to the requirements and procedures, along with the procedures needed for board meetings in
person for matters relating to conveying and conducting board meetings via video conferencing.

3. While conducting virtual meetings, it is necessary that companies make proper arrangements to
avoid any issues at the last moment.

4. The chairperson and the secretary of the company have to ensure that they take necessary
precautions in matters relating to video conferencing, like proper security, recording the
proceedings and preparing the minutes of the meeting, having proper audio visual equipment,
etc.

5. The notice for holding the meeting must be in accordance with the provisions laid under Section
173, subsection 3 of the Act.

6. While beginning the meeting, the chairperson has the duty to roll call every director
participating through video conferencing or other such means to record the following:

Name of the director;

The place from where the director is participating;

An affirmation that the director can completely see, listen, and communicate with the other
participants in the meeting;

A confirmation that the director has received the agenda and all the relevant material related to
the meeting;

7. A proclamation that no other individual other than the director is attending or has access to the
proceedings of the meeting at the palace mentioned in pointer (b).

8. After the roll call, the chairperson or the secretary has to inform the board about the names of
the members who are attending the meeting at the request or with the authorization of the
chairman and affirm that the required quorum is complete.

9. There are some matters that must not be dealt with through video conferencing or other
audiovisual means, namely:

1. An approval of the annual financial statements;

2. An approval of the report of the board;

3. An approval of the prospectus;

 4. The audit committee meetings for consideration of statements related to finance, including a
consolidated financial statement, if any, that needs an approval from the board under
subsection (1) of Section 134 of the Act; and

5. An approval on matters related to the amalgamation, merger, demerger, acquisition, and

takeover.

Agenda

The word “agenda” can be described as things to be done. In the case of company meetings, it can be
said to be a statement of the business that must be transacted at a meeting, along with the order in
which the business must be dealt with. Even though there is no explicit mention or provision in the
Companies Act, 2013, for the secretary to send an agenda or include the same in the notice of the board
meeting, it is necessary by convention for the agenda to be mentioned with the notice served to
conduct the meeting. When an agenda is attached to the notice, the director is aware of the proposed
business and the objects of conducting the meeting, thus, he can come duly prepared for the discussion
to be held in the meeting.

Quorum

As we know, every company needs to have a proper quorum to conduct a valid company meeting. Now,
the quorum for a board meeting under Section 174 of the Act is one third of the total strength or two
directors, whichever is higher. It must be noted that, any director participating through video
conferencing or any other audiovisual means must also be considered to determine the quorum.

Further, if the number of directors is reduced or there is any removal of a director or directors, the
directors who continue may act on behalf of the missing number of directors to fill the missing gap for
the quorum or for summoning a general meeting of the company; however, they shall not act for any
other purpose. Moreover, in cases where the number of directors interested surpasses or is equal to
two-thirds of the total strength of the board of directors, the number of directors who are not
interested and are there to attend the meeting, the number not being below two, shall be the quorum
at such times.

It is pertinent to note that the quorum has to be present not only at the time of commencement of the
meeting but also at the time of transacting business with the company.

Committee of directors

The board of directors has the authority to form committees and delegate powers to such committees;
however, it is crucial that such a committee only consist of directors and no other members. Further, it
is mandatory for such committees to be authorised by the articles of association of the company and be
in lieu of the provisions set out in the Companies Act. The meetings of all these committees are held in
the same manner as board meetings.
In large companies, the following routine matters are looked after by the sub-committees of the board
of directors:

1. Allotment,

2. Transfer,

3. Finance.

Other meetings

Debenture holders meeting

A company is entitled to issue debentures, and to further implement the same, a meeting for debenture
holders can be called. This meeting is between the board of directors and the debenture holders. These
meetings are usually called to discuss the rights and responsibilities of debenture holders.

Meetings of debenture holders are conducted in accordance with the provisions laid down in the
debenture trust deed. The rules and regulations mentioned in the trust deed are related to the
following:

1. Notice of the meeting,

2. Appointment of a chairman of the meeting,

3. Passing resolutions,

4. Quorum of the meeting, and

5. Writing and signing of minutes of the meeting.

Debenture holder meetings are generally conducted from time to time to discuss matters where the
interest of debenture holders is involved, like at the time of:

1. Reconstruction,

2. Reorganisation,

3. Amalgamation, or

4. Winding up of the company.

Creditors meeting

Meetings of creditors is a term used to describe a meeting setup by the company to conduct a meeting
of the company’s creditors. Under the Company Act, 2013, companies are not only entrusted with the
power to negotiate with creditors but also set up a procedure to do so. Such meetings are always
arranged in matters where a creditor decides to voluntarily wind up.
Moreover, Section 108 of the Companies Act, 2013, discusses the holding of meetings of creditors. It
also states that meetings be held in accordance with the provisions laid down under the following
sections of the said Act:

1. Section 109 that discusses demand for poll,

2. Section 110 that talks about postal ballot, and

3. Section 111 that has provisions in relation to the circulation of members’ resolutions.

In the creditors meeting, the creditors can decide to either approve, amend, or reject the repayment
plan. Further, the resolution professional must make sure that any sort of changes or modifications
suggested by the creditors of the company are approved by the directors of the company before
carrying out that particular change. Furthermore, the resolution professional also has the authority to
adjourn the meeting of the creditors for a period of not more than seven days at a time.

Notice of meetings of creditors

If a company is voluntarily winding up, a meeting of creditors must be called to propose a resolution for
voluntary winding up. Such a meeting has to be called either on the day of taking such a decision or the
subsequent day, and a general meeting must be conducted to propose the resolution.

The notice to creditors must either be sent by post along with the notices regarding the general meeting
of the company for winding up. Additionally, with the notice to the creditors, the company also has to
advertise at least once in the official gazette and once in two newspapers that are circulated in the
district where the company’s registered office or principal place of business is situated.

Passing the notice of resolution

When a notice of resolution is passed in the meeting of creditors, the same must be filed with the
registrar within 10 days of passing such a resolution. If the company does not adhere to the set
provisions of company law under the Companies Act, 2013, a penalty with a fine that will not be less
than fifty thousand rupees and extendable up to two lakh rupees shall be imposed. Further, the director
of the company who errs in following the procedure, will also be penalised with an imprisonment for a
term extendable to six months or with a fine not less than fifty thousand rupees and extendable up to
two lakh rupees.

Quorum in case of creditors

In the case of creditors, at least one creditor entitled to vote must be in the quorum.

Creditors and contributors meeting

Creditor and contributor meetings are usually conducted when the company has gone into liquidation to
calculate the total amount due by the company to its creditors. The main motive of holding such
meetings is to seek the approval of the contributors to the scheme of compromise or rearrangement to
save the company from economic difficulties.

At times, even a court can pass an order to conduct such a meeting. It should be noted that the term
“contributory” encompasses every individual who is accountable for making contributions to the assets
of the company at the time of winding up.

Quorum in case of contributors

In the case of a meeting of contributors, at least one creditor is entitled to vote, or all the contributors if
their number does not exceed two.

Some judicial pronouncements

Annual general meeting (AGM)

T.V. Mathew v. Nadukkara Agro Processing Co. Ltd. (2002)

In this case, the Kerala High Court opined that there is no provision in the law which states that holding
the first AGM of the company can go beyond the set time period.

Extraordinary general meeting (EGM)

Life Insurance Corporation v. Escorts Ltd. & Ors. (1986)

The Hon’ble Supreme Court in the case of Life Insurance Corporation v. Escorts Ltd. & Ors. (1985) stated
that every individual holding shares of a company has the right to call/requisition an extraordinary
general meeting subject to the provisions of the Act. Further, the Court said that once the requisition is
made in compliance with the provisions of the Act, the shareholder cannot be restricted from calling any
such meeting. Simply put, the Apex Court stated that an institutional shareholder like that of LIC, too,
has the same right to requisition an EGM as any other shareholder.

Moreover, the Supreme Court in this case made another interesting observation. It said, if an EGM is
filed for the purpose of removing some of the existing directors of the company, one cannot say that the
requisition is invalid just because the reason for their removal was not mentioned.

Board meeting

Sanjiv Kothari v. Vasant Kumar Chordia (2004)

In the case of Sanjiv Kothari v. Vasant Kumar Chordia (2004), an observation was made that in case a
meeting is convened by the managing director on requisition by the director on the same date to have a
discussion on the same matter that was highlighted by the director, the director has to attend the
meeting and should not have any other arrangement for attending a meeting on the same date at some
other place.

Notice of the meeting

Smith v. Darley (1848)

In this case, the Queen’s Bench Division of Ireland held that an accidental omission to give notice to, or
the non-receipt of, such notice by any individual who is entitled to receive it does not invalidate the
proceedings of the meeting; however, if such a notice is deliberately commissioned to be served, it will
definitely result in invalidation.

Quorum of the meeting

Sharp v. Dawes (1876)

In the case of Sharp v. Dawes (1876), a company with several members called a meeting for the purpose
of making a call on the members. However, only one member, who was holding a proxy, was present at
the venue of the meeting. He proceeded to take the chair and pass the necessary resolution for making
the aforementioned call on the members. Furthermore, he even proposed a vote of thanks. When this
issue arrived in court, the Court declared such a meeting to be invalid. In the words of Lord Coleridge,
“the word ‘meeting’ prima facie means a coming together of two or more than two persons“.

Voting

T. H. Vakil v. Bombay Presidency Radio Club (1945)

In a company, business transactions are carried out at meetings in the form of resolutions. Members are
entitled to discuss the contents of a resolution before it is considered to be put up for voting. Further,
amendments that are pertinent to the proposed resolution may be proposed in the meeting and voted
upon. In case the amendment is passed, the amended resolution will be considered for voting. In
this case, the Bombay High Court held that if the chairman wrongfully rules out an amendment to a
resolution, the next proceedings conducted to discuss the same resolution will be deemed as invalid.