LLB-2 COMPANY LAW

1. Company Meetings
Course: LLB II
Subject : Company Act
Unit: 2

2. Topic: Company meetings
Meetings
Time and place of holding meetings
Purpose of holding meetings
Business transacted at these meetings

3. Company Meetings
• A company being an artificial person expresses its will
or takes its decision through resolutions passed at
regularly convened meeting of the general body of the
shareholders, and the directors.
• The companies Act provide the shareholders a forum
which they can use to appoint directors as well as
auditors of their own choice who may safeguard them
from the possible manipulation.
• While the board of directors exercise their powers and
take decisions through board meetings.

4. Types of Company Meetings
• Members Meetings:
– Statutory Meeting under Section 165;
– Annual General Meetings under Section
166;
– Extraordinary General Meetings:
– Convened by directors suo moto between
two AGMs.
– Convened by directors on requisition under
Sec 169.

5. Kinds of Meetings
 Meetings of members
(i) Statutory meeting
(ii) AGM
(iii) EGM
 Meetings of Directors
(i) Meetings of BoD
(ii) Meetings of committees of Board
 Other Meeting
(i) Meeting of debenture holdersMeeting of debenture holders
(ii) Meeting of creditors(ii) Meeting of creditors

6. Types of Meetings…
• Meetings of the Board of Directors.
• Class Meetings of Shareholders.
• Meetings of the Debenture holders.
• Meetings of the Creditors.
• Meetings of the Contributories in winding up.

7. 1. Statutory Meetings [Section
165]
• Companies limited by guarantee and share shall,
within a period of more than 1 month and less
than 6 months from the date of commencement
of business, hold a general meeting of the
members. (1)
• If a statutory meeting is not held, it becomes a
ground for winding up of the company through
Court u/s 433(b).
• The notice must be given at least 21 clear days
before the meeting.

8. Statutory Meetings [Section 165] (conti)
• The statutory report is required to be sent to each member
along with the notice of the meeting. A copy of it should also
be sent to the Registrar for registration.
• If default is made in complying with any required of section fine
is 5000/-
• No meeting required:
(a) a private company;
(b) a public company not having share capital;
(c) a public company liability of its members unlimited;
(d) a public company limited by guarantee and not having share capital
(e) a Government company.

9. 2. Annual General Meeting
• Every company, whether public or private, having
a share capital or not, limited or unlimited must
hold an Annual General Meeting. (1)
• The first Annual General Meeting of a company
may be held within eighteen months from the
date of its incorporation.

10. section 210 provides as follows
• (a) There must be one meeting held in each calendar
year.
• (b) The gap between two AGMs must not be more
than fifteen months.
• (c) Meeting must be held not later than six months
from the close of the financial year.
• The Registrar of Companies is empowered to grant
extension of time, for special reasons, up to a
maximum period of three months.

11. • Also a proxy form must be attached to the
notice, on which it must be specifically mentioned
that a member entitled to vote is entitled to
appoint proxy and proxy need not be a member
of the company.
• A shorter notice may be held valid if consent is
accorded to by all the members entitled to vote at
the meeting.
• A copy of the directors’ report and auditors’
report must accompany the notice.

12. Time and Place of holding
AGM
• Every annual general meeting shall be held during business hours and on a
day that is not a public holiday
• Further, the meeting shall be held either at the registered office of the
company or at some other place within the city, town or village in which
registered office of the company is situated.
• Every AGM called after giving 21 days notice must be held on a day other
than a public holiday.
• Time of subsequent AGMs may be fixed by the Article or by a resolution in
the AGM.

13. Business Transacted at an AGM
[Section 173]
• The business to be transacted at an AGM may comprise of (I)
ordinary business (ii) special business
• Ordinary business relates to :
• (a) consideration of the accounts, balance sheet and the
reports of the Board of directors and auditors;
• (b) the declaration of dividends;
• (c) the appointment of directors in place of those retiring ; and
• (d) the appointment of auditors and fixation of their
remuneration.
• Any other business scheduled to be transacted at the meeting
will be deemed to be special business.

14. 3. EGM [Sec 169]
• Every general meeting of company with
exception to Statutory Meeting and AGM is
called an EGM.
• Every business at an EGM is a special business,
which arises between two AGMs being urgent,
and cannot be deferred to the next AGM.
• Usually the Articles contain provisions
empowering the board for calling an EGM.

15. Calling of EGM on Requisition
• An EGM may be called :
– (I) by the Board of directors of its, own accord;
– (ii) by the directors on requisition of members holding 1/10th
of the capital or voting
rights
– (iii) by the requisitionists themselves;
– (iv) by the Company Law Board
• The requisition shall set the matters for consideration, duly
signed and deposited at the registered office of the
company.
• If the EGM is not called within 21 days of the requisition the
meeting may be called on a day not later than 45 days
from the date of deposit of requisition:
– By requisitionists themselves; or
– By 1/10th of the shareholders or members holding 1/10th of voting
right.

16. Calling of EGM by CLB [Sec186]
• If, for any reason it is impracticable to call an
EGM, the CLB may, either of its own or on an
application of any director ort member:
• order a meeting of the company;
• and give such ancillary or consequential
directions as the CLB thinks expedient.
• A meeting so called shall be deemed to be a
meting of the company duly called, held and
conducted.
• The CLB will interfere very sparingly, and only
when the application of a meeting is made bona
fide in the larger interest of the company.

17. 4. Meeting of Board of
Directors
• A meeting of the Board of directors shall be held at
least once in every three months and at least four
such meetings shall be held in one year.
• As long as four meetings are held in a calendar year,
the interval between two meetings may be more than
three months.
• Listed companies are required to hold at least four
board meetings in a year with a maximum time gap of
four months between two meetings. (LA - Clause 49)
• Notice of every meeting of the board shall be given in
writing to every director for the time being in India, and
at his usual address in India to every director.

18. Board Meetings…
• Failure would make the officer in default
punishable with a fine extending up to Rs 1000.
• The notice should contain the time date and
place of meeting.
• There is no provision for minimum days for giving
notice. It is generally prescribed by the Articles.
• If the notice of the meeting is not given to even
one director the meeting and any resolution
passed thereat would be invalid.
• Notice of the adjourned meeting should be given
to the directors who did not attend the original
meeting.

19. Board Meetings…
• For sine die adjournment and to transact new
business a fresh notice would be required.
• The meeting of the director may be held at
any time and place convenient to directors,
outside the business hours and even on public
holiday unless Articles provides otherwise.
• Good practice demands that the agenda
containing business to be transacted is
circulated preferably along with the notice at
least a week before the date of meeting.

20. How to conduct meeting?How to conduct meeting?
• Written notice to be givenWritten notice to be given
• Notice to be issued under theNotice to be issued under the
authority of the companyauthority of the company
• In case of failure to give aIn case of failure to give a
notice, the persons concernednotice, the persons concerned
may be punished with fine andmay be punished with fine and
the proceedings of the meetingthe proceedings of the meeting
will be rendered invalid.will be rendered invalid.

21. ResolutionResolution
• A motion when passed isA motion when passed is
called a resolution.called a resolution.
• The resolution in the GeneralThe resolution in the General
body meetings can be anbody meetings can be an
ordinary resolutionordinary resolution
( Simple majority)( Simple majority) andand specialspecial
resolution.resolution.
• Special resolution- ( notice ofSpecial resolution- ( notice of
21 days to be given) the21 days to be given) the
notice has to specify thenotice has to specify the
purpose.purpose. The number ofThe number of
votes to be cast in favour ofvotes to be cast in favour of
thethe resolution is to beresolution is to be threethree
timestimes the number vote castthe number vote cast
against. (3)against. (3)

22. Quorum and proxyQuorum and proxy
• The minimum members to be present must be according toThe minimum members to be present must be according to
the provisions of the law.the provisions of the law.
• Public company ( minimum Five) and private companyPublic company ( minimum Five) and private company
(minimum of 2)(minimum of 2)
• The quorum must be those members who are eligible to voteThe quorum must be those members who are eligible to vote
in respect of the agenda of the meeting.in respect of the agenda of the meeting.
• If the quorum is not present within half an hour from theIf the quorum is not present within half an hour from the
appointed time, either the meeting stands dissolved or mayappointed time, either the meeting stands dissolved or may
be adjourned in the same day next week or any other as maybe adjourned in the same day next week or any other as may
be determined by the directorsbe determined by the directors
• A person in case of being incapable to attend a meeting andA person in case of being incapable to attend a meeting and
who is eligible to vote may appoint a proxy in writing to attendwho is eligible to vote may appoint a proxy in writing to attend
the meeting of the member and vote on his or her behalf. Thethe meeting of the member and vote on his or her behalf. The
proxy can only vote and cannot participate in the discussions.proxy can only vote and cannot participate in the discussions.
(4)(4)

23. references
• 1.http://www.mca.gov.in/Ministry/pdf/Companies_Act_195
6_13jun2011.pdf pg 53
• 2.http://www.mca.gov.in/Ministry/pdf/Companies_Act_195
6_13jun2011.pdf pg:40
• 3.http://www.mca.gov.in/Ministry/pdf/Companies_Act_195
6_13jun2011.pdf pg:57
• 4.http://www.mca.gov.in/Ministry/pdf/Companies_Act_195
6_13jun2011.pdf pg:57

24. Thank You!!!