The document discusses company meetings and procedures in India. It defines a company meeting as the gathering of two or more people for lawful business purposes. There are four kinds of company meetings: board meetings, shareholder meetings, debenture holder meetings, and creditor meetings. Board meetings are the most important as they discuss company policies. Shareholder meetings include statutory meetings, annual general meetings, extraordinary general meetings, and class meetings. Proper procedures must be followed for company meetings which include giving notice, having an agenda, ensuring quorum, recording minutes, and passing resolutions. Certain powers can only be exercised by board resolution and not circulation.

1. CORPORATE
LAW
KINDS OF
COMPANY
MEETINGS &
PROCEDURE
By-
SPARSH
AGARWAL
MAIMS (GGSIPU)

2. COMPANY MEETING
The word “meeting” is not defined anywhere in the Companies Act.
Ordinarily, a company may be 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.
In the case of Sharp vs. Dawes (1971), the 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.”
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.”
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 meeting.”
Thus, from the above definitions of meeting, it can be concluded that
meeting is the congregation of several persons in a particular place for
the purpose of discussing some important matters and expressing their
opinion on the questions raised.

3. KINDS OF COMPANY MEETINGS
The meetings of a company can be broadly classified into
four kinds:
1. Meetings of the Board of Directors and their Committees.
2. Meetings of the Shareholders.
3. Meetings of the Debenture Holders.
4. Meetings of the Creditors.

5. BOARD
MEETING
Meetings of Directors are called Board Meetings. These are
the most important as well as the most frequently held
meetings of the company.
It is only at these meetings that all important matters
relating to the company and its policies are discussed and
decided upon. Since the administration of the company
lies in the hands of the Board, it should meet frequently for
the proper conduct of the business of the company. The
Companies Act therefore gives wide discretion to the
directors to frame rules and regulations regarding the
holding and conduct of Board meetings.
The directors of most companies frame rules concerning
how, where and when they shall meet and how their
meetings would be regulated. These rules are commonly
known as Standing Orders.

6. MEETING OF
SHAREHOLDERS
1. STATUTORY MEETING
The statutory meeting is the first general
meeting of the company. It is conducted only
once in the lifetime of the company. A private
company or a public company having no share
capital need not conduct a statutory meeting.
2. ANNUAL GENERAL MEETING
The Annual General Meeting is one of the
important meetings of a company. It is usually
held once in a year. AGM should be conducted
by both private and public ltd companies
whether limited by shares or by guarantee;
having or not having a share capital.
The meeting of the shareholders can be
classified into four categories

7. MEETING OF
SHAREHOLDERS
3. EXTRA-ORDINARY GENERAL
MEETINGS
Statutory Meeting and Annual General
Meetings are called the ordinary meetings of a
company. All other general meetings other
than these two are called Extraordinary
General Meetings. As the very name suggests,
these meetings are convened to deal with all
the matters which fall outside the usual
business of the Annual General Meetings.
4. CLASS MEETINGS
Class meetings are those meetings, which are
held by the shareholders of a particular class
of shares e.g., preference shareholders or
debenture holders. Class meetings are
generally conducted when it is proposed to
alter, vary or affect the rights of a particular
class of shareholders.

8. MEETINGS OF
DEBENTURE
HOLDERS
The debenture holders of a particular class
conduct these meeting. They are generally
conducted when the company wants to vary the
terms of security or to modify their rights or to
vary the rate of interest payable etc. Rules and
Regulations regarding the holding of the
meetings of the debenture holders are either
entered in the Trust Deed or endorsed on the
Debenture Bond so that they are binding upon
the holders of debentures and upon the company.

9. MEETINGS OF THE
CREDITORS
Strictly speaking, these are not meetings of a
company. They are held when the company
proposes to make a scheme of arrangements with
its creditors.
Companies like individuals may sometimes find it
necessary to compromise or make some
arrangements with their creditors, In these
circumstances, a meeting of the creditors is
necessary.

10. PROCEDURE OF COMPANY MEETINGS
1. Notice
2. Agenda
3. Quorum
4. Conducting a board meeting
5. Recordings of the proceedings of the meeting
6. Resolution of the meeting

11. PROCEDUR
E OF
COMPANY
MEETINGS
1. NOTICE
Before the beginning of the
Board Meeting, a notice for
the same should be given to
every Director in the
Company. A failure to give
notice for the meeting would
invalidate the meeting and the
matters debated or approved
upon in the meeting would be
null and void.
Section 286 of the Company
Act states that there is a
penalty imposed on the
concerned officer if the notice
for the meeting is not given.
2. AGENDA
It is wise to send the agenda
of the meeting before the
meeting so that the Directors’
can ponder and jot down their
notes before the meeting.
The Act does not lay down
any provision that the Agenda
of the Meeting should be sent
to the Directors’ attending the
meeting before the start of the
meeting as mentioned above.

12. PROCEDU
RE OF
COMPAN
Y
MEETINGS
3. QUORUM
The quorum for a Board Meeting is one-third of the total number
of the directors of the company or two directors, whichever is
higher. If the quorum is not present then, the meeting will be
adjourned to the same time and place on the same day in the
following week.
4. CONDUCTING A BOARD MEETING
The Articles of Association of a Company provides for the manner
or procedure in which an item or business must be conducted at
a Board Meeting. Most votes resolves all debates, questions, or
resolutions and if a consensus is not obtained than the Chairman
of the Board of Directors has the casting vote in case of an
equality of votes.
5. RECORDING OF THE PROCEEDINGS OF THE MEETING
The proceedings of the meeting are to be recorded within thirty days
from the conclusion of the meeting in a Minutes book. The minutes of
the meeting should contain the names of the Directors attending the
meeting, resolutions taken in the meeting, dissent on any issue, solution
for the issue, etc. It should provide a fair and accurate summary of the
meeting and contain evidence of every issue discussed at the meeting.

13. PROCEDU
RE OF
COMPAN
Y
MEETING
S
Section 289 of the Company Act states that a resolution can be
passed either at the meeting of the Board of Directors or by
Circulation. If a resolution must be passed through circulation,
then a draft of the resolution along with the necessary papers
should be given to each director. The resolution by circulation
should be approved by most of the directors on the board.
Under Section 292, the following six powers can be exercised by
the Board of Directors, with regards to passing of resolutions in a
Board Meeting and not by Circulation:
(i) Make calls on shareholders in respect to money which is
unpaid on their shares.
(ii) Authorize buy-back of the shares of the Company (the Buy-
back should be less than 10% of the total paid-up equity
capital and free reserves of the company.
(iii) Issuance of debentures.
(iv) Borrowing of Money other than on debentures.
(v) Investing funds of the company.
(vi) Make loans.
6.
RESOLUTION
OF THE

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