THIS IS AN IMPORTANT CONTENT UNDER BBA/B.COM/CA/CS PROGRAMME IN CORPORATE REGULATION (INDIAN COMPANIES ACT 2013)

1. BBA/B.COM IV SEM
CORPORATE REGULATIONS
Module V :
COMPANY MEETING
TOPIC:
COMPANY MEETINGS- INTRO
BOARD MEETING
Ameer Babu.K
Asst. Professor
PTM Govt. College, Perinthalmanna

2. COMPANY MEETINGS
Introduction
when two or more than
two persons get together
at one place to discuss
any common issue it is
called a meeting
it is to be noted that
every gathering does
net constitute
meeting
Meeting of the shareholders
or of the directors or of the
debenture holders are oft he
contributors are called the
meetings of a company
Such meetings are of vital importance in the working of a
company and are held according to the provisions of the
Companies Act 2013 and the Res framed there under.

3. Because a company is
an artificial person
created by law and it
cannot wok as a natural
person.
A company is managed
by the representatives
of the shareholders.
Therefore, it becomes necessary that the company
meeting must be held properly and in accordance
with the provisions of the Indian Companies Act,
memorandum of association and articles of
association of the company

4. Meaning of Meetings
The word “meetings” in context
of company means a gathering
or assembly of directors or
shareholders or of both for
taking decisions on the agenda
before them.
Basically, these people has been
convened for the purpose of
achieving a common goal
through verbal interaction, such
as sharing information or
reaching agreement.
Meetings may held face to face
or virtually, as mediated by
communication technologies
such as a telephone conference
call or a video conferences.

5. Why to have meetings?
• To solve the
problems
• To make
decisions
• To develop
various plans
• To gather or
convey
information
• To get a
response to
information
• To obtain
approval
• To clarify
responsibilities
• To create a
sense of
teamwork

6. Characteristics of a Company Meeting
1 Two or more
persons must
present at the
meeting
2 The assembly of persons must
be for discussion and
transaction of some lawful
business
3. Notice is
essential
4. Held at a
particular place,
date and time
5. Must be held
as per
provisions of
Companies Act

7. Assembly of two or more persons
constitutes a meeting generally therefrom,
only one person present in the meeting
does not constitute a meeting.
The following are the exceptions

8. One Member to Constitute a Meeting
1. Meeting
convened by
Tribunal
2 Class meetings
of share holders
3. Absence of
quorum and
adjourned
meeting

9. One Member to Constitute a Meeting
1. Meeting
convened by
Tribunal
Where the Tribunal calls an
annual generat meeting under
Section 97. only one present
that may be treated as valid
quorum for the meeting
Or
Where the Tribunal calls a
meeting under Sec. 98. other
than an annual general meeting)
one member present in person
or proxy shall be deemed to
console a valid meeting

10. 2 Class meetings of share
holders
•Where one person held all the share
of a particular class, the member
alone comes to constitute a valid
meeting of that class of shareholders

11. 3. Absence of
quorum and
adjourned meeting
In the absence of quorum in a
particular meeting the
proceedings of the company
cannot be started and the
meeting will be adjourned to the
same time, place and date in the
next week.
In the adjourned meeting it only one be present, that
would be considered as enough quorum

12. Kinds of Company
Meetings
The meeting of a
company may be
classified into the
following categories
1.Meeting of
director
2 Meeting of
shareholders
3. Meeting of
creditors
4. Meeting of
debenture holders

13. Kinds of meetings
Directors
Board Meeting
Meetings of Sub
Committee of
Directors
Members
Statutory Meeting
Annual General
Meeting
Class Meeting
Extraordinary General
Meeting
Meeting of
Creditors
Creditors
Meeting of debenture -
holders

14. Meeting of Directors
The affairs of a company are managed by
the Board of Directors. So it is necessary
that the directors should often meet to
discuss various matters regarding the
management & administration of the
affairs of the company in the best interest
of the shareholders & the public.

15. Section 2(34)director
means a director
appointed to the Board of
a company.
A company is an artificial
person created by law.
It does not have any
physical existence as
such, it cannot act by
Itself and acts instead
through human agency.
The persons through
whom it acts and by
whom the business of the
company is conducted are
known as directors.
Wide powers have been
vested in the board in
regard to the
management of
companies.
The directors must hold
their meetings as
frequently as possible.
These meetings of the
directors are known as
board meetings
Important matters
relating to the director's
meeting are as follows.

16. Board Meetings- 173
• To be held within 30 days of incorporation for every Co.
First Board meeting(B.M.)-New
• At least 4 B.M. every year
Minimum No. of Meetings-
Same
• Should not be more than 120 days
Time Gap between 2 B.M.
• Directors can attend the meeting through through video
conferencing or other audio visual means
Video Conferencing(V.C.)
• Approval of annual financial statements and Board Report
Specified matters which cant be
done through V.C.
• Advance 7 days notice
Time for Notice of B.M.
• Can also be given through electronic mode (not specified)
Mode of giving Notice of B.M.
•At least 1 independent director shud be present, if not , decisions
taken by Board, shall be ratified by at least 1 independent director
Shorter Notice of B.M.
• At least 1 .M. in each Half year and gap b/w 2 B.M. shall not
be less than 90 days.
OPC, Dormant Co. & Small Co.

17. Frequency of Board
Meetings (Section 173)
First Board Meetings -
held with in 30 days
from the date of
incorporation
Minimum Board
Meetings - four
meetings should be
held every year,
A maximum gap Board
Meetings : of 120 days
can be between two
consecutive meetings
of the Board.

18. In the case of a One
Person Company, small
company and dormant
company
at least one meeting of
the Board of Directors
has been conducted in
each half of a calendar
year
the gap between the
two meetings is not
less than ninety days.
An OPC having only one
director on its Board of
Directors, need not
hold any meeting

19. Notice of the Meeting (Section 173(3)
A minimum
seven days
notice
in writing
Must be sent to
every director
at his address
registered with
the company
notice shall be
sent by hand
delivery, or by
post or by
electronic
means.
Participation of
directors in a meeting
of Board may be
either in person or
through video
conferencing or other
audio visual means

20. Board Meeting through Video Conferencing or Other Audio
Visual Means Section 173(2)( Rule 3)
• Directors may participate in Board meeting
trough video conferencing or other audio visual
aids which are capable of recording and
recognizing the participation of the directors and
is headings and for considering the quorum much
directors are also be counted
• Following matters to be looked into for
convening and conducting a Board meeting
through video conferencing or other audio visual
means

21. a) Safeguard the integrity of the meeting by ensuring
sufficient security and identification procedures
b) Necessary arrangement to avoid failure of video or
audio connection
c)Give due attention to record proceedings and preparing
the minutes of the meeting. These are preserved till the
time of completion of audit of particular year

22. d) No person other than the concerned director are attending
the meeting
e)The chairperson shall ensure that the required quorum is
present throughout the meeting
f) Ensure that participants attending the meeting through audio
visual means are able to hear and see the other participants
clearl during the meeting
g) Notice of meeting shall inform the directors regarding option
available to participate through video conferencing mode
h) A director intending to participate through video
conferencing or audio visual means should communicate his
intention to the chairperson in advance

23. i)The director who desire to participate through video
conferencing or audio visual means may intimate his
intention at the beginning of calendar year and the
same will be valid one calendar year
j) Registers under the Act to be placed at scheduled
venue and deemed signed by directors attending the
meeting through electronic mode, they give their
consent, and recorded in the minutes of the meeting.

24. k)The venue of the meeting shall be in India
l)Every participant shall identify himself for the record
before speaking on any item of business on the agenda
m) if a statement of a director in the meeting through
video conferencing or other audo means is interrupted
or garbled, the Chairperson or Company Secretary shall
request to repeat by the Director

25. n)If a motion is objected to and there is a need to put a to vote, the
Chairperson shall call the roll and note the vote of each director who
shall identify himself while casting his vote
o) From the commencement of the meeting and until the conclusion
of such meeting no person other than the Chairperson Director
Company Secretary and any person whose presence is required by
the Board shall be allowed access to the place where any director is
attending the meeting either physically or through video without
the permission of the Board

26. p) at the end of discussion on each agenda item, the chairperson of the
meeting shall announce the summary of the decision taken on such item
along with names of the directors, if any, who dissented from the decision
taken by majority
q) The minutes shall disclose the particulars of the directors who attend the
meeting through video conferencing or other audio visual means.
r)The draft minutes of the meeting shall be circulated among all the directors
within fifteen days of the meeting either in writing or in electronic mode as
may be decided by the Board

27. Matters not to be dealt with in a meeting through
Video Conferencing or Other Audio Visual
(i) the approval of the
annual financial
statement:
(ii) the approval of the
Board's report
(iii) the approval of
the prospectus
(iv) the Audit Committee
Meetings for consideration of
accounts; and
(v)the approval of the matter relating to
amalgamation, merger, demerger,
acquisition and takeover.

28. Agenda
The term agenda"
means things to be
done.
In the present
context it is a
statement of the
business to be
transacted at a
meeting.
When the agenda is
enclosed with notice each
of the directors gives due
consideration to the
proposed business and
comes with necessary
preparation for discussion
in the meeting

29. Quorum (Section 174)
The quorum for a meeting of the Board of Directors
of a company shall be 1/3 of its total strength
(any fraction in that 1/3 being rounded off as one)
or two directors which over is higher.

30. The participation of the directors by video
conferencing or by other audio visual means shall
also be counted for the purpose of quorum for the
meeting.
Where the number of interested directors exceeds
or is equal of two-third of the total strength, then
remaining directors who are not Interested, being
not less than two, shall be the quorum.

31. If a meeting cannot be held for want of quorum, then the
articles of the company otherwise provide it stands adjourned
till the same day in the next week, at the same time and place
or if that day is a national holiday, till the next succeeding day,
which is not a national holiday, at the same time and place.
The decisions of the board meeting will be invalid if the
quorum is not maintained throughout the meeting, unless the
articles of the company make specific provisions.

32. Chairperson
Every meeting of the board must have a chairperson to preside over it.
The articles usually name the chairperson who shall preside over the board
meeting.
If the articles do not name the chairperson, the directors may elect chairperson
of their meetings and also determine the period for which he is hold office.
If no such chairperson is elected, or if at any meeting the chairman is not present
within five minutes after the time appointed for holding the meeting, the
directors present may choose one of their member to be the chairperson.
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