1. COMPANY MEETINGS
As per companies act ,2013

2. Meaning of meeting
The word ‘meeting’ implies the coming together of a certain number of members for transacting the business in the agenda ,for which a previous notice has been given. 1.
Coming together
Number of persons 2.
Transacting the business
In the agenda 3.
For which notice has been given

3. Kinds of meetings Meetings Members General Meeting
Annual general meeting
Extra-ordinary General Meeting
Class meeting
Directors
Board
Committee
Creditors
Debenture holders
Creditors and contributories in winding up
Final meeting at dissolution
Kinds of meetings

4. 1. Meeting of the members
The meeting of the members of a company are categorized into two categories.
A. General Meetings : It means any meeting in which all the members of a company who have a right to vote are entitled to attend. The resolution passed in the general meeting are binding on all the members of the company and the company itself, and unless the memorandum or articles or terms of issue of a class of shares take away or limit the voting rights of a class of members , all members of the company may attend and vote at such meetings.
This can be further classified as -:
Annual general meeting {u/s 96}
Extraordinary general meeting {u/s 100}

5. Annual general meeting(u/s 96)
Every company(other than a one person company) shall hold in addition to any other meeting a general meeting as its annual general meeting.
Its is a statutory necessity to conduct a general meeting in a calendar year.
Calendar year is to be calculated from 1st january to 31st december and not twelve months from the date of incorporation of the company.
The first AGM shall be held within 9 months from the end of the first financial year.
;ate

6. Extra-ordinary general meeting{u/s100}
All general meetings other than annual general meeting and statutory meetings shall be called extra-ordinary general meetings.
It may be held for the purpose of dealing with any extra- ordinary matter which can’t be postponed till the next annual general meeting. Such as -:
Changes in M.O.A.
Changes in A.O.A.
Reduction or re-organization of share capital
Issue of debentures
Removal of director
Removal of auditor

7. b. Class meetings
Class meetings are held to deal with certain matters affecting the interests of the holders of a particular class of shares.
For ex- preference shareholders ,equity shareholders etc.
The class meetings are usually required to be held when it is proposed to alter, vary or affect the rights of a particular class of shares.
For ex-where a company desires to cancel the arrears of dividend on cumulative preference shares , it is necessary to call a meeting of such shareholder.
Class meetings are held to pass resolutions which are binding only on the members of the class of shares.

8. 2.Meetings of the directors (a)board meetings
It is the meeting of the board of directors of company .
In the case of every company ,a meeting of the board of directors must be held :
Gap between two board meetings should not exceed 120 days.
At least four such meetings shall be held in every year. (section 173).
First meeting of the BOD of every company must be held within 30 days of its incorporation.
Though there is no special penalty provided for non- compliance with the requirements of section 173 ,the default is punishable under section 450.

9. (b) Meetings of committee of directors
It is not always possible for the board of directors as such to devote time and energy to carry on investigations on different matters connected with the conduct of the company affairs.
It is the usual practice with the board to appoint small committees consisting of a few directors with expert knowledge to investigate and report on various matters and thus facilitate decision-making work of the board.
Directors may delegate their powers if the AOA so provide.
Sec.179 empowers the board to delegate the following powers to any committee of directors.
The power to borrow moneys otherwise than on debentures.
The powers to invest the funds of the company.
The power to make loans.

10. Audit committee
U/S 177 of the companies act,2013 ,the following companies have to compulsorily constitute an audit committee:
Every listed company
All public companies with a paid up capital of rs.10 crore or more.
All public companies having turnover of Rs.100 crore or more.
All public companies having in aggregate outstanding loans or borrowings or debentures or deposits exceeding Rs. 50 crores or more.

11. Members of audit committee
Minimum of three directors.
Independent directors forming a majority.
Majority of members including chairperson shall be persons with the ability to read and understand the financial statements.
There is no prescribed quorum of the audit committee.

12. 3.Meetings of the creditors
The meetings of the creditors is usually called when the company wants to make any compromise or arrangement with the creditors or any class of them.
If in a meeting the majority in number representing 3/4 th in value of the creditors be present and voting either in person or by proxy agree to the compromise or arrangement ,shall if sanctioned by the court be binding on all the creditors , liquidators or contributories , as the case may be.
Creditors meeting may be called for any of the following purposes-
To enter into a compromise or arrangement proposed between a company and its creditors or any class of them ; or for a compromise or arrangement between a company and its members or any class of them;
To seek approval of creditors for amalgamation or reconstruction of a company;
To seek consent of the creditors for winding up of a company.

13. A . meeting for voluntary winding up of the company
Under this the company shall first call a meeting u/s 304 at which the resolution for the voluntary winding up of the company is to be proposed ;
Later the company shall call a meeting of its creditors u/s 306(either on the same day on which the meeting for resolution is called or on its next day).

14. b. Meeting of the debenture holders
The company may call the meeting of debenture holders to consider -:
Any variation in the conditions of their security.
Any alteration in their rights.
The company may also hold debenture holders meeting for issuing new debentures effecting a change in the rate of interest on the existing debenture holders.

15. 4. Final meeting at dissolution
When the company gets wound up, the liquidator shall prepare a report of the winding up which shows that the assets and property of the company has been disposed off and its debt have been fully discharged.
Thereafter the company liquidator shall call a general meeting of the company for laying the final winding up of accounts.
When the majority of the members of the company are satisfied (after considering the liquidators report) that the company shall be wound up , then they may pass a resolution for the dissolution of the company.

16. Requisites of a valid meeting
1.Properly convened (authority)
2. Notice
3.Quorum
4.Chairman
5.Minutes

17. 1. Properly convened(authority)
A meeting must be called by a proper authority. The proper authorities to call the meetings are:
Board of directors – the AOA of a company normally empower the board of directors to convene general meeting.
An individual director has no power to call a general meeting.
Similarly a CS has no right to convene a general meeting without the authority of BOD. But such notice may be ratified by the board before the meeting.
When certain directors held a meeting of the board and prevented certain directors ,who were validly in office from attending the meeting ,the court held that since the meeting was unlawful ,the notice convening the general meeting of the company also become invalid . But minor irregularity of the board meeting will not incapacitate the general meeting from acting.

18. MEMBERS – If the directors do not call the meeting ,the members U/S 100 are eligible to call EGM.
THE TRIBUNAL-U/S 97
National company law tribunal . An EGM can be called u/s 98.

19. 2.Notice {section 101}
The second requirement of a valid meeting is that all those who are concerned with the business of the meeting and are entitled to attend it ,are communicated of the date, AGENDA, time and business of the meeting .such a communication is called ‘notice of the meeting’
Length of notice should not be less than 21 days excluding the date of the meeting and the date on which notice is served.
A notice can be served through electronic mode under companies act 2013.
If notice is sent through post then it must be dispatched 25 days before the date of meeting.

20. Shorter notice – a meeting can be called by giving a shorter notice in the following cases -:
a. In case of an AGM - through the consent of all the members who are entitled to attend and vote.
b. In case of any other meeting - by the consent of the members holding not less than 95%paid up share capital of the company, or holding not less than 95%voting power.
A person who is present and who votes at the meeting ,will not be entitled to challenge the resolution of the ground of an invalidity of the notice.
Notice of the meetings must be given to the following persons – :
Every member of the company at his registered address in India .
Legal representative of any deceased member.
The auditor or auditors of the company.
Every director of the company.
In case of joint holders of shares ,notice may be served on the joint holder named first in the register in respect of the share.

21. OMISSION TO GIVE NOTICE –
Deliberate omission to give notice of the meeting to the members or to a single member will make the meeting invalid. But an accidental omission to give notice to or non-receipt of the notice of any member , shall not invalidate the proceedings at the meeting. Accidental means absence of intention.
Contents of notice – every notice of company must specify the place , day and hour of the meeting and shall contain a statement of the business to transacted thereat. If time for holding the meeting and other essential particulars required by the section 101 are not mentioned in the notice , the meeting will be invalid and all resolutions passes thereat will be of no effect.
Place of meeting – for AGM – at registered office of the company or at some other place within the same city ,town or village in which the registered office of the company is situated.

22. Day of meeting – for AGM on any day that is not a public holiday.
Time – an AGM must be held during the business hours of the company . But such company may continue beyond the usual hours.
Type of business- ordinary business or special business
MODE OF NOTICE – the notice may be sent through electronic mode , by post , or by advt. in a newspaper circulating in the area of registered office.
In case of post , the notice is deemed to have been served after expiry of 48hours of date of posting.
Adjourned meeting - an adjourned meeting is a continuation of original meeting and therefore a fresh notice of such a notice in not required to be given to the members unless articles so provide.

23. Documents to be annexed with notice under AGM
1.AUDITED FIANCIAL STATEMENTS
2.DIRECTOR’S REPORT
3. AUDITOR’S REPORT
4.EXPLANATION STATEMENT FOR SPECIAL BUSINESS
5.PROXY FORM
Documents to be annexed with notice under EGM
1.EXPLANATORY STATEMENT
2.PROXY FORM

24. Present no . of members in meeting
3.QUORUM,
QUORUM means the minimum no. of members who must be present to constitute a valid meeting and to validly transact business at the meeting. If the quorum is not present ,the meeting shall not be valid and therefore the proceedings of such meeting shall be invalid.
Present no . of members in meeting
<1000
>1000 <5000
>5000
Quorum 5 15 30

25. Public company – 5 members personally present.
Any other company – 2 members personally present.
Preference shareholders are not to be considered unless they have earned voting rights.
Proxies are to be excluded while counting the quorum.
When two or more corporate bodies are represented by a single proxy, then his presence will be counted as no. of bodies represented by him.
Joint holder of shares are treated as single member for purposes of counting quorum.

26. 4. Chairman {section104}
Appointment of chairman – is regulated by AOA. It is compulsory to have a chairman in every meeting. Regulation
Regulation 45 – the chairman ,if any ,of the board shall preside at every general meeting of the company.
Regulation 46 – if there is no chairman , or if he is not present within 15 minutes after the time appointed for the meeting, or is unwilling to act as chairman of the meeting , the director present there shall elect one of their member to be the chairman of the meeting.
Regulation 47 – if at any meeting , no director is willing to act as chairman or if no director is present within 15 minutes after the time appointed for holding the meeting , the members shall choose on of their member to be the chairman of the meeting.

27. 5.Proxies The word proxy mean any of the following two things -:
A person appointed to represent another and vote at the meeting on behalf of another
The instrument by which a person is appointed a proxy.
A proxy can’t represent more than 50 members at a time.

28. Powers of chairman To preside over meeting.
Power to decide priority of speakers.
Power to stop discussion.
Power to put motion to vote.
Right to use casting vote.
Power to expel disorderly persons.
To give ruling on point of order.
Power to declare results of the voting.
Power to get chairman’s speech published.
To adjourn a meeting.

29. Duties of chairman
To see that meeting has been duly convened and is properly constituted.
To see that items of business are taken as per agenda.
Duty to give reasonable opportunities to speak.
To maintain decorum at the meeting.
Duty to properly ascertain sense of the meeting.
Duty to exercise casting vote.
Duty to observe strict impartiality.
Duty regarding minutes.