COMPANY MEETINGS

A meeting may be defined as "a gathering or assembly of a number of persons for

transacting any lawful business".
A company meeting may be defined as an assembly of people for a lawful purpose or
coming together of atleast a quorum of members inorder to transact either the ordinary or
special business of the company.
The meeting of the company may be classified as follows:
1. General Meetings or Meeting of the shareholders, which include-
a. Statutory meeting
b. Annual general meetings and
c. Extraordinary general meeting
2. Class meeting of shareholders of different classes of shares where a company has more
than one class of shares.
3. Meeting of creditors and debenture-holders.
4. Meeting of Board of directors
1. General meeting of shareholders
a. Statutory Meeting
The first general meeting of the members of a public company after its incorporation is
known as a statutory meeting. The following companies are required to hold a statutory
meeting
[Link] public company limited by shares
b. Every public company limited by guarantee and having a share capital.
Purpose of statutory meeting
1 To acquaint the members of the company with all important matters relating to the
company
2. To enable the members to know the financial position of the company
3. To provide an opportunity to members to discuss any matter regarding the formation and
functioning of the company.
4. To look into the future prospects of the company.
Legal provisions relating to statutory meeting
1. The statutory meeting must be held within a period of not less than one month and not
more than six months from the date on which the company is entitled to commence
business.
2. The statutory meeting is held only once in the life time of the company.
3. The statutory meeting may be called by giving not less than clear 21 days notice either in
writing or by electronic mode in such a manner as may be prescribed.
4. Every notice of a statutory meeting shall specify the place, date, day and the hour of the
meeting.
5. The Board of directors is required, to prepare a report, called 'Statutory Report'. This
report must be sent to every member of the company at least 21 days before the day on
which the meeting is to be held
6. The statutory report must contain the following particulars-
[Link] number of shares allotted with details.
b. Total amount of cash received in respect of all the shares allotted.
c. An abstract of receipts and payment account of the company and the particulars of
balance in hand.
d. An estimate of company's preliminary expenses.
e. The name and other particulars of directors, managers, secretary and auditors
f. The arrears of calls due from directors.
g- The particulars of commission or brokerage paid or payable to the directors.
7. The statutory report must be certified as correct by atleast two directors, one of whom
must be a managing director. After the report is certified as above, it should also be certified
as correct by the auditors of the company
8. A certified copy of the statutory report should also be sent to the Registrar of companies
for registration.
9. The members present at the meeting are free to discuss any matter relating to the
formation of the company. They may also discuss any matter relating to the statutory report.
10. The statutory meeting may adjourn from time to time, if necessary.
11. If default is made in filing statutory report or in holding the statutory meeting, every
director and other officers in default shall be punishable with fine, which may extend to
5,000.
b. Annual General Meeting
1. Every company other than one personal company shall in each year bold in addition to
any other meeting, a general meeting as its Annual general meeting. It should be held once
in every year
2. The first annual general meeting must be held within a period of 9 months from the date of
closing of the first financial year of the company. In any other case, it should be held within a
period of 6 months, from the date of closing of the financial year Gap between one general
meeting and the next should not be more than 15 months.
3. Every annual general meeting shall be called during business hours, i.e., between 9 a m.
to 6 p.m. on any day that is not a National Holiday.
4. Every AGM shall be held either at the Registered Office of the company or at some other
place within the city, or town in which the Registered Office of the company is situated.
c. Extraordinary General Meeting
The statutory meeting and annual general meeting of a company are called "ordinary
meeting Any meeting other than statutory meeting or annual general meeting is called extra
ordinary general meeting which is called for transacting some urgent or special business
which cannot be postponed till the next annual general meeting.
Circumstances in which extraordinary meetings are held
1. The Board of Directors may call an extraordinary meeting whenever some urgent special
business is to be transacted
. 2. The requisite number of members may also ask for an extraordinary general meeting to
be held.
[Link] the Board does not, within 21 days from the date of receipt of a valid requisition, proceed
to call a meeting for the consideration of that matter on a day not later than 45 days from the
date of receipt of such requisition, the meeting may be called and held by the requisitions
themselves with in a period of 3 months from the date of requisition.
4. The meeting by the requisitions shall be called and held in the same manner in which the
meeting is called and held by the Board of directors.
5. The tribunal may either suomoto or on application of any director or member of the
company who would be entitled to vote at the meeting order a meeting of the company to be
called, held and conducted in such manner as the tribunal thinks fit.
6. Any reasonable expenses incurred by the requisitions in calling an extraordinary meeting
shall be reimbursed to them by the company and the sum so paid shall be deducted from the
fee or other remuneration payable to such directors who were in fault in calling the meeting.
Notice of the General Meeting
1. A general meeting of a company may be called by giving not less than clear 21 days
notice either in writing or through electronic mode in such a manner as may be prescribed.
2. A general meeting may be called after giving a shorter notice if the consent is given in
writing or by electronic mode by not less than 95% of the members entitled to vote at such a
meeting.
3. Every notice of the meeting shall specify the place, date, day and hour of the meeting and
shall contain a statement of the business to be transacted at such a meeting.
5. Deliberate omission to give notice to a single member may invalidate the meeting
2. Class meeting
Meeting held by a particular class of shareholders is called class meeting. Such meetings
are held for securing the consent of particular class of shareholders for altering their rights
and previleges or for conversion of one class into another.
3. Creditors' Meeting
A meeting of the creditors of a particular company is known as creditors' meeting. If the
company suffers any financial difficulty, it can convene the meetings of creditors and
debenture holders inorder to secure their support in effecting some scheme of compromise
or internal reconstruction.
4. Board Meetings
The meeting of the directors are required for framing the general business policy and overall
supervision of management. Matters regarding the policies of the company are discussed at
this meeting. Meetings of the director provide a means to discuss the business and take
formal decisions. The Board may takes decisions by passing resolutions at the Board
Meetings.
Statutory requirements for Board Meetings
1. Every company shall hold the first meeting of the Board of Directors within 30 days of the
date of incorporation and thereafter hold a minimum number of 4 meetings of the Board
every year, in such a manner that not more than 120 days shall intervene between two
consecutive meetings of the Board.
5. Every officer of the company whose duty is to give notice under this section and who fails
to do so shall be liable to a penalty of 25,000.
3. The participation of directors in a meeting of the Board may be either in person or through
video conferencing or other audio visual means.
Quorum for Board Meetings
The term quorum for board meeting means the specified minimum number of directors to be
present at the meeting for transacting legally binding business at the meeting. The quorum
must be present throughout the board meeting.
1. The quorum for meeting of the Board of Directors of a company shall be 1/3rd of its total
strength or 2 directors, which ever is higher.
2. Where a meeting of the Board could not be held for want of quorum, then, unless the
Articles of the company otherwise provide, the meeting shall automatically stand adjourned
to the same day at the same time and place in the next week or if that day is a national
holiday, till to next succeeding day, which is not a national holiday, an the same time and
place.