COMPANY MEETINGS

MEANING OF COMPANY MEETINGS A meeting may be defined as any gathering, assembly of two or more persons in a particular place to discuss some lawful business of common interest and take decisions in the form of resolution on the basis of opinion expressed by the members present at the meeting. For Private company meeting : Two members of the company are required . For Public company meeting : Minimum Five members are required

Requisites of a valid meeting Proper authority Notice of meeting Quorum of meting Chairman of meeting Minutes of meeting

REQUISITES OF A VALID MEETING MEETING MUST BE CALLED BY PROPER AUTHORITY : i.e., by board of directors by passing a resolution. PROPER NOTICE : A proper notice should be given to every member, auditors, directors of the company and to every such person who is entitled to attend the meeting . REQUISITE QUORUM : A quorum is the minimum number of members required to be present for transacting legally binding business, at the meeting. In the absence of quorum , no meeting can be held.

REQUISITES OF A VALID MEETING (Cont.) PROPERLY CONDUCTED : For a valid meeting it should be conducted according to rules. Matters should be discussed thoroughly and decided by voting. CHAIRMAN : Every meeting must have a chairman. The chairman should be elected ba a proper way and must act in an impartial manner and for the benefitof the company. PROPER RECORD : A proper record of the proceedings should be kept in the minute book .

Notice of Meetings Contents and manner of service of notice – Section 101 (2) Meeting can be called by giving not less than 21 days notice Meeting can be called with shorter notice, if consent is accorded there to all members entitled to vote thereto The auditor or auditors of the company Every director of the company An explanatory statement of the special business must also accompany the notice calling the meeting. Notice should also give the nature and extent of the interest of the directors or manager in the special business, as also the extent of shareholding interest in the company of every such person

Quorum of Shareholders’ Meetings Quorum for meeting - section 103 Unless the article provides for a larger number, the Quorum for the meeting : * Public ltd. Company 5 members personally present * Private Ltd. Company 2 members personally present If Quorum not present within 30 minutes of the time fixed for the meeting : * Meeting called on requisition from members meeting stands dissolved * Other meetings shall stand adjourned to the same day in the next week, at the same time & place or such other day at such other time & place as Board may decide * In case of adjourned meeting members present shall form the quorum

PROXY A member may appoint another person to attend and vote at a meeting on his behalf. Such other person is known as ‘Proxy’. The term is also applied to the instrument by which the appointment to act on his behalf is made by the member. In case of a company having a share capital and in the case of any other company, if the articles so authorise, any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself. The member appointing a proxy must deposit with the company a proxy form forty eight hours before the meeting or prior to it giving details of the proxy appointed. A proxy is not entitled to vote except on a poll. Therefore, a proxy cannot vote on show of hands.

RESOLUTIONS  A motion, with or without amendments is put to vote at a meeting. A 'motion' when passed by requisite majority of votes by the shareholders becomes a company resolution. Thus, a resolution may be defined as the formal decision of a meeting on any proposal placed before it.

Kinds of Resolutions.  Ordinary resolution  - An ordinary resolution is one which can be passed by a simple majority. That is if the votes (including the casting vote, if any, of the chairperson), at a general meeting cast by members entitled to vote in its favour are more than the votes cast against it. Voting may be by way of a show of hands or by a poll provided 21 days notice has been given for the meeting. An ordinary resolution is required to transact such businesses as: declaring dividend, appointment of auditors, electing directors, or to pass the annual accounts.

….RESOLUTIONS  Resolution Requiring Special Notice . Resolution requiring special notice is a species of ordinary resolution. There are certain matters specified in the Act which may be discussed at a general meeting for which a prior intention to move the resolution has to be given to the members. Such a prior intention in the form of special notice enables the members to be prepared on the matter to be discussed and gives them time to indicate their views on the resolution.

Contd/- The following matters, in order to be taken up for discussion, require special notice before the meeting: To appoint an auditor other than a retiring auditor at an annual general meeting. To resolve at an annual general meeting that a retiring auditor shall not be reappointed. To remove a director before the expiry of his period of office. To appoint another director in place of removed director. Where the articles of a company provide for serving a special notice for a resolution, in respect of any specified matter or matters. A resolution requiring special notice may be passed either as an ordinary resolution (with simple majority) or as a special resolution (with three-fourths majority).

Meetings General meetings Class meeting Annual General meeting Extraordinary meeting Class meeting Meeting of creditors and debenture holders Meeting of directors

KINDS OF COMPANY MEETINGS Company meetings may be classified as follows : Annual General meeting Extraordi-nary General Meeting Class Meeting Members Board Meeting Committee Meeting MEETINGS Directors Debenture holders Meeting Creditors Meeting Creditors

Annual General Meetings (Sec 96) AGM is the regular meeting of the members of a company held annually for the purpose of transacting Company’s ordinary business. Definition Once every year The gap between 2 AGM should not be more than 15 months Company may hold its 1st AGM within a period of not more than 15 months from the date of incorporation The registrar may for special reason extend the period of AGM by a period not more than 3 months (except in case of 1st AGM). Frequency of Meeting Ordinary Business To Consider and adopt Audited Balance Sheet To declare dividend on shares To appoint Directors in place of those retiring by rotation To appoint Auditors and to fix their remuneration.

Annual General Meetings At a time during business hours On a day that is not a public holiday Shall be held either at the registered office of the company or some other place within the city, town or village in which the registered office of the company is situated Every AGM shall be called for : The central government may exempt any class of company from the requirements mentioned above subject to conditions as it may impose A public company or a private company which is a subsidiary of a public company may by its article fix the time for its AGM and may also in one AGM fix the time for the subsequent AGM A private company which is not a subsidiary of a public company may in a like manner and also by a resolution agreed to by all the members thereof, fix the time and place for its AGM Exceptions

Extra Ordinary General Meetings (Sec 100) Every general meeting other than the statutory meeting and the annual general meeting or any adjournment thereof, is an extraordinary general meeting Such meeting is usually called by the Board of Directors for some urgent business which cannot wait to be decided till the next AGM. Every business transacted at such a meeting is special business. BOD can call EGM if it has received a requisition from such number of members of the company as mentioned below: Company having share capital – members holding ≥ 1/10th of the paid up capital of the company ( voting rights) at the date of the deposit of the requisition Company not having share capital – members having ≥ 1/10th of the total voting power of all members as at the date of the deposit of the requisition

Board Meetings Frequency of Meeting (section 285) At least once in every 3 calendar months and 4 meetings in every year If 4 BMs are held in a calendar year, one in each quarter, the interval between 2 meetings may be more than 3 months Section 25 company (An association not for profit) needs to hold only one meeting in 6 months Notice of the Meeting (section 286) Notice must be given in writing to every director for the time being in India and at the usual address in India to every other director Agenda of the Meeting Unless otherwise required by the article, no agenda required In some matters prior intimation of the business to be transacted is required i.e. appointment of managing director (Sec 316), inter - company loans & investment (sec 372A) appointment of a person as a manager who is already a MD in some other company (sec 386)

Board Meetings Quorum for Board Meetings Chairman of the Board Meeting 1/3 rd of the Board’s total strength or 2 directors which ever is higher Total strength for the purpose means total strength of the Board as reduced by the number of positions vacant at that time Article of association can always fix a higher quorum but not lower number The quorum shall consist of fully qualified and disinterested directors only. Number of the interested directors ≥ to 2/3rd of the total strength, quorum shall be the remaining directors present at the meeting being not less than 2. Chairman of the Board Meeting The Board shall elect one of the directors as its chairman Voting at Board Meeting Question decided by majority of votes Chairman will have the right exercise casting vote