This document summarizes key aspects of company meetings under the Indian Companies Act 2013, including: 1. Board meetings must be held at least once every 120 days for public companies and at least twice a year with a 90 day gap for small/one person companies. 2. Annual general meetings must be held yearly to conduct ordinary business like reviewing financials and appointing directors/auditors. Extraordinary general meetings can be called for urgent matters between annual meetings. 3. Creditor meetings are called when a company proposes an arrangement scheme with creditors. Debenture holder meetings occur according to trust deed conditions when interests are involved in company reconstructions.

1. BUSINESS REGULATORY
FRAMEWORK
SUBHASH KUMAR
ASSISTANT PROFESSOR (GUEST)
DEPT. OF COMMERCE
CMB COLLEGE DEORH GHOGHARDIHA (MADHUBANI)

2. INDIAN COMPANIES ACT-2013
B.COM 2ND YR, HONOURS PAPER-III, UNIT-IV,LEC-IV

4. Types ofCompany Meetings:
1. Board Meeting
2. Meeting of Shareholders
3. Meeting of Creditors
4. Meeting of Debenture-holders

6. 1.Meetings ofBoard
■ In the case of a Public Limited Company, the first board meeting has to
be held within the first 30 days. Additionally, a minimum of 4 board
meetings must be held in a span of one year.Also, there cannot be a gap
of more than 120 days between two meetings.
■ In the case of small companies or one person company, at least two
meetings must be conducted, one in each half of the financial year.
Additionally, the gap between the two meetings must be at least 90
days. In a situation where the meeting is held at a short notice, at least
one independent director must be attending the meeting.

7. Section 173:Meetings of Board
■ First Meeting:
First Meeting of Board of Directors within 30 (Thirty) days from the date of
Incorporation ofcompany.
■ Subsequent Meetings:
 One personCompany, Small company and Dormant company:
■ At least one meeting of Board of directors in each half of calendar year
■ Minimum Gap between two meetings at least 90 days.
 Other thanCompanies mentioned above:
■ Minimum No. of 4 meetings of Board of Director every year
■ Maximum Gap between two meetings should not be more the 120 days.

8. Section 173:Meetings of Board
■ Meeting of Board of Director should be calledby giving 7days notice to Directors athis
registered addressthrough:
 By handdelivery
 By post
 By Electronicmeans
■ Meeting at shorter Notice: A meeting of Board of Directors can be calledby shorter
noticeto transacturgent business subject to theconditions:
 If the company is require to have independent director:
– Presence of at least one Independent directoris required.
–In case of absence, decision taken at such meeting shall be circulated to all the
directors, and shall be final only on ratification thereof by at least one Independent
Director
 If the company doesn’t require to have independent director:The meeting can be called
at a shorter notice without any conditions to be complied with.

9. Section 174:Quorum of Board Meeting:
■ The quorum for a meeting of the Board of Directors of a company shall be one
third of its total strength or two directors, whichever is higher.
■ The participation of the directors by video conferencing or by other audio visual
means shall also be counted for the purposes of quorum under this sub-section.
■ Where meeting of Board could not be held for want of quorum, the meeting shall
automatically adjourn to same time, same place at next week (Not being national
holiday).
■ If number of directors reduced below quorum, then the remaining directors may
hold the meeting for the following purposes:
– Tocall a Generalmeeting
– Increase the number ofdirectors.
■ Quorum in case of Interested Directors:
– If interested director exceedor equal to 2/3of total strength the remaining
directorsnot being lessthan 2(two) shall bethe quorum.

11. 2.ShareholderMeeting
A.Annual General Meeting
B. Extraordinary General Meeting
C.Class Meetings

12. A.Annual general meeting
■ As perSection 96 of theCompaniesAct,2013:
■ EveryCompany other thanOne personCompany must hold a general meeting
in each year apartfrom other meetings asAnnualGeneral Meeting (AGM).
■ EveryCompany has to set up a managingCommittee to run its smooth
working ofmanagerial works.
■ EveryCompany ,apart fromOne personCompany (OPC )must have to hold in
addition to other meetings, by giving a notice about the meeting, not more
than 15months in between the dateofAGM to the next.
■ ACompany may hold its firstAGM within the period of 9 months from closing
of its first financial yearotherwise in other cases within the period of 6 months.
[Section 96(1) of theCompaniesAct,2013]

13. ■ Business tobe transacted:-
As per section 102(2) of theCompaniesAct, 2013,the following business es may
be transacted duringAGM:-
1)Ordinary Business [Section 102(2)],i.e.
a.Consideration of financialStatements and reports of board of directors and
Auditors.
b.Declaration of any Dividend
c.Appointment of directors in place of retiring one
d.Appointment of and Fixation of the remuneration of the auditors.
2)Special Business [Section 102(b)], :Apart from the above businesses ,the
rest aredeemed to be aSpecial business ,transacted during theAGM.

14. B. ExtraordinaryGeneral Meeting:
■ Extraordinary meeting is a general meeting which is held between two
Annual General Meetings. Extraordinary General Meeting isCalled to discuss
any particularmatter of urgent importance to the company.
■ As perSection 100 of theCompaniesAct, 2013,the Board may,whenever it
deems fit,callan extraordinary general meeting of the company.
■ This meeting is called for the consideration of any specific subject,decision of
which cannot be postponed to the nextAnnual GeneralMeeting.
■ This meeting may also be called to discuss the following:
(i)Alteration of any clause of Memorandum ofAssociation; or
(ii)Changes in theArticles ofAssociation; or
(iii)Scheme of the reduction of share capitaletc.

15. C. ClassMeetings
■ When the meeting of a particularclass of shareholders takes place such as
preference shareholder meeting, it is known as class meeting. Such a
meeting can be attended only by that class of shareholders.
■ The articles define the procedure for calling such meeting.
■ Such a meeting is called for the alteration in the rights and privileges of the
shareholders and for the purpose of conversion of one class of shares into
another.

17. 3.Meetings ofCreditors:
■ The meetings of creditors are called when the company proposes to
make a scheme for arrangement with its creditors.
■ Section, 306 of theCompaniesAct not only give powers to the company
to compromise with the creditors but also lay down the procedure of
doing so.

19. 4.Meetings of Debenture Holders:
■ Meetings of the debenture holders are held according to the conditions
contained in the debenture trust deed.
■ These meetings arecalled from time to time where the interests of
debenture holders are involved at the time of reconstruction, re-
organisation, amalgamation or winding up of the company.
■ The rules and regulations entered in trust deed relate to the notice of
the meeting, appointment of aChairman of the meeting, passing the
resolutions, quorum of the meeting and the writing and signing of
minutes.

20. THANK YOU