WLC 39 CHAPTER 9 – MEETINGS

CHAPTER 9
MEETINGS
MEANING OF `MEETING `
• A meeting may be generally defined as a gathering or assembly, getting together of a number of persons for
transacting any lawful business, for entertainment or the like. There must be at least two persons to constitute a
meeting. However, in certain exceptional cases, even on person may constitute a valid meeting (directions of
the Company Law Tribunal under Section 167 and 186).
• Company meetings must be convened and held in perfect compliance with the applicable provisions of the
Companies Act, 1956 and the Rules frame thereunder.
KINDS OF MEETINGS
• Company meeting may be classified as: -
(1) Shareholders` meetings
(a) Statutory meeting
(b) Annual General Meeting
(c) Extraordinary General meeting; and
(d) Class meetings.
(2) Board meetings
(3) Meetings of the Committees of the Board
(4) Meetings of the Debenture holders meetings of Creditors
(5) Meetings of Creditors
(a) for purposes other than winding up; and
(b) for winding up
(6) Meetings of contributories in winding up.
REQUISITES OF A VALID MEETING
• Every meeting, in order to valid, must be duly convened, properly constituted and conducted.
Meeting to be properly convened
• This means
(a) The meeting must have been convened by the proper authority. The proper authority to convene the
meeting is the Boards of Directors, shareholders or the Tribunal; and
(b) Proper and adequate notice must have been given t all those entitled to attend.
Proper Authority
• The proper authorities to call the meetings are:
(a) Board of Directors
(b) Shareholders
(c) Central Government/Tribunal
Proper and adequate notice
• A notice of a company meeting in order to be valid must comply with
(i) general rules in relation to notice, and
(ii) rules as laid down in the Articles and the Companies Act.
Length of Notice
The length of notice for a public limited company has been prescribed is 21 clear days. However AGM and EGM
may be convened at a shorter notice if same is so consented by not less than 100% and 95%
members entitled to attend the meetings respectively.
Explanatory Statement to Special Business [Section 173 (2)]
• Where any items of business to be transacted at the meeting is a special business, an Explanatory Statement
shall be annexed to the notice of the meeting. The Explanatory Statement shall be setting out all material facts
concerning each such item of business, including in particular the nature of the concern or interest, if any,
therein, of every director.
Meeting to be legally constituted
• For a meeting to be legally constituted, there must be a proper quorum, a proper person in the chair and proper
compliance with the relevant provisions of he Articles of Association and the Act.

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Meeting to be properly conducted

• Proper conduct of the meeting means that proper rules for ascertaining the sense of the meeting, the rules for
discussion and order in debate must be observed. Also, the proceedings should be recorded properly.
Quorum
• The word “quorum” is derived form Lain and may be defined as the minimum number of members who must be
present at a meeting as required bylaw/rules. The main purpose of having a quorum is to avoid decisions being
taken at a meeting by a small minority, which may be found to be unacceptable to the vast majority of
members.
• It has been provided in Section 174 that quorum for shareholders meeting shall be
 Public Company - 5 members present in person (not proxy)
 Private Company – 2 members present in person
• Adjournment for lack of quorum - The Articles may provide for higher quorum. The quorum must be present
when the meeting proceeds to commence business. However, if within half an hour from the time appointed for
holding a meeting of the company, a quorum is not present, the meeting shall stand adjourned to the same day
in the next week, at the same time and place, or to such other day and at such other time and place s the
Board may determine it must be noted that in case it is a the meeting, called upon the requisition of members,
the meeting shall stand dissolved.
• If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding
the meeting, the members present shall be a quorum.
One man meeting
• Normally one person cannot validly constitute a meeting even if he holds proxies for all members. However, in
the following circumstances, one person shall form the quorum for a general meeting;
1. National Company Law Tribunal may issue directions that one member, present in person or by proxy shall
constitute quorum: -
(i) Section 167 (AGM) or
(ii) Section 186 (EGM).
2. In case of a “class meeting” (i.e. a meeting of a class of shareholders) if all the shares of a particular class
are held by one person [East Vs Bennet Bros. Ltd.) (1911)]
3. If there is only one creditor or debenture holder, he shall constitute quorum for the creditor/debenture
holders meeting.
• The Institute of Company Secretaries of India has prescribed Secretarial Standards (SS-1) for holding and
conducting the shareholders meetings.
SHAREHOLDERS MEETINGS
STATUTORY MEETING [SECTION 165]
• It is the first general meeting of the company, held once during the lifetime of a public limited company. The
main purpose of this meeting is to enable the members to know at an early date the financial position and
prospects of the company and also to provide them an opportunity of discussion on various matter arising out
the promotion and formation of the company.
• When to be held - Every company public limited company with six months from the date the company
becomes entitled to commence business (date of Certificate of Commencement of Business granted by ROC)
shall hold a general meeting of the members of the company, which meeting shall be called the Statutory
Meeting. Failure to hold such a meeting renders the company liable to be wound-up under Section 433(b).
Exemptions –
• Private limited company is exempted from holding statutory meeting. It must however, be noted in case where
a private limited company is converted into a public limited company within six months of its incorporation, the
statutory meeting shall be held within six months from the date of incorporation.
• This section does not apply to a Government Company.
Notice of the meeting (Sections 171-172)
• The notice of the meeting must describe the meeting to be statutory meeting. The notice must be given at least
21 clear days before the meeting. The statutory meeting may, however, be called date giving shorter notice (i.e.
less than 21 clear days), if consent is accorded thereto by members of the company holding not less than 95%
of the paid up share capital of the company.
• Time, date and place of the meeting must be mentioned in the notice.
• Notice of the meeting must be given to:
(i) Every member of the company
(ii) Legal representative of a decease member

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WLC 41 CHAPTER 9 – MEETINGS

(iii) Official receiver/assignee

(iv) The auditor(s) of the company.
• Since, each item of statutory meeting constitutes special business, an explanatory statement should be added
for each item on the agenda. A statutory meeting may be called even on a holiday at any reasonable hour and
at any place considered convenient.
• The Statutory Report has to be sent along with the notice of the meeting. A copy of the Statutory report
should also be sent forthwith to the concerned Registrar of Companies. The Statutory Report containing the
specified details shall be certified by atleast two directors of the company and duly audited by the Statutory
Auditor of the company.
ANNUAL GENERAL MEETING [SECTION 166]
• It is an annual meeting of the body of the members. Every company shall hold an Annual General
Meeting of members of the company in each calendar year.
GAP BETWEEN TWO AGMs
First AGM
• Within 18 months from the date of incorporation of the company. However, not later than 9 months
from the date of closing of its financial year. It is not necessary to hold first AGM in the year of incorporation of
the company.
Subsequent AGMs
• An AGM shall be held in each calendar year. The subsequent AGM shall be held earliest of the
three: -
1. Between 15 months from the date of last AGM. ROC may grant extension of 3 months. Thus, the gap
shall not exceed 18 months (15 + 3).
2. 6 months from the date of close of financial year. ROC may grant an extension of 3 months. Thus, the
gap between the date of AGM and close of financial year shall be max. 9 months.
3. Last date of the calendar year. (ROC under special circumstances may grant extension beyond
calendar year)
Other statutory requirements
 Day -The annual general meeting shall not be held on a public holiday (as per Negotiable
Instruments Act 1881). The prohibition is, however, not extended to extraordinary general meetings. Bank
closing days are not holidays. However, if any day is declared by the Central Government to be a public holiday
after the issue of the notice convening such a meeting it shall not be deemed to be a public holiday in relation
to the meeting.
 Notice - At least 21 clear days before the meeting. AGM may, however, be called date giving
shorter notice (i.e. less than 21 clear days), if consent is accorded thereto by members of the company holding
not less than 100% of the paid up share capital of the company. Notice must be sent to every member/legal
representative and Statutory Auditor of the company.
 Hour (Time) - Every annual general meeting shall be called for a time during business hours
(starting point of the meeting).
 Place - It shall be held only in the city, town or village where the registered office of the company is
situated.
 Business to be transacted - The business to be transacted at an AGM may comprise of
1. Ordinary business
(i) Consideration of accounts, balance sheet and the reports of the Board of directors and
auditors;
(ii) Declaration of dividends;
(iii) Appointment of directors in place of those retiring;
(iv) The appointment and fixation of remuneration of auditors.
2. Special Business – Any other business scheduled to be transacted at the meeting will be deemed to be
special business.
Default in holding AGM – Power of Central Government [SECTION 167]
• In case of default in holding an annual general meeting, as required by Section 166, the Central Government
will exercise the power to call or direct the calling of the annual general meeting but only on the application
of a member. Default can be said to have been made in holding the meeting only after the expiry of the period
mentioned in the second proviso to sub-section (1) of section 166.
• The Central Government direction may include that one member present in person or by proxy shall be
deemed to constitute a meeting.

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Penalty for default in holding AGM or complying CG direction [Section 168]

• In the event of failure by the company to hold AGM with in the due date or comply with the Central Government
directions, the company, and every officer of the company who is in default, shall be punishable with fine which
may extend to Rs. 50,000.
• In the case of continuing default, further fine which may extend to Rs. 250/- for every day after the first during
which such default continues.
CASE EXAMPLE
While mere default is enough to punish the company, in the case of an officer it must be shown that he was knowingly a party to
default. (Asst. Registrar of Joint Stock Companies v, Krishnan Nambiar, (1958)].
The directors of a company cannot be allowed to escape the performance of their duties under the Companies Act by the mere
plea that they had no real control over the affairs of the company and therefore they did not wilfully permit the default. It is their
duty not to be mere passive spectators of what is going on but to see and make the necessary attempt that the statutory
requirements are carried out, and where this has not been done, the courts can and would legitimately infer that the defaults
though not expressly authorised were still wilfully permitted. [Saraswati Printers Ltd. v. State, (1960)].
Extraordinary General Meeting (EGM)
• All general meetings other than the Annual General Meeting shall be called as extraordinary general meeting.
[Clause 47 of Table A (Schedule I]
• An EGM is convened for transacting some special or urgent business that may arise in between two AGMs for
instance, change in the objects or shift of registered office or alteration of capital or removal of a director
(s)/auditor(s).
• All business transacted at such meetings is called Special Business. Therefore an Explanatory Statement
in terms of Section 173 must accompany every item on the agenda.
Who may call
• An AGM may be called:
(i) By Board of Directors of its own accord (Clause 48 of Table A) - may call a general meeting of the
members at any time by giving not less than 21days notice {Section 171(1)]. A shorter notice may,
however, be held valid if consent is accorded thereto by members of the company holding 95% or more of
the voting rights [Section 171 (2) (ii)].
(ii) By the Directors on requisition – the Board of directors must convene a general meeting upon request or
requisition if all the following conditions are satisfied
(a) Holders of 1/10th of total voting power;
(b) Requisitions to state objects of the meeting;
(c) Requisitions must have been deposited at the registered office of the company; and
(d) Requisition must be signed by the requisitionists.
In case all the aforesaid conditions are satisfied, the board of directors must within 21 days of the receipt of
the requisition call the meeting giving at least 21 days notice fixing the meeting within 45 days of the
requisition.
(iii) By the requisitionists themselves – if the Board does not or fails to call the meeting, the meeting may be
called by the requisitions themselves within 3 months from the date of deposit of the requisition with the company.
Any reasonable expenses incurred by the requisitionists shall be repaid by the company.
(iv)by the Company Law Tribunal - if for any reasons it is impractical to call a meeting of the company (other
than AGM), the Company Law Tribunal may direct the calling of the meeting
(i) of its own motion or
(ii) on an application of any director
(iii) on an application of any member entitled to vote at that meeting.
The Tribunal direction may also include direction that one member present in person or proxy shall be
deemed to constitute a meeting.
CASE EXAMPLES
In K G Khosla Vs Rahul C Kiorloskar (2002), the Board of directors of the company decided to convene an extraordinary
general meeting of shareholders to consider certain amendments/deletions in the articles of association of company. Plaintiffs,
Chairman and Managing Director of company filed a suit and sough an injunction restraining company from transacting said
business. There was no proposal either to take away holdings of plaintiffs or to remove them from chair they occupied. What
was proposed was to effect certain changes considered necessary for smooth and proper functioning of management. Plaintiffs
in fact wee a party to the decision to convene extraordinary general meeting. The Delhi High Court held that it would finally be
shareholders to decide in meeting whether to opt for proposals or not and no injunction could be granted to restrain holding of a
meeting, when such a meeting was the only way in which shareholders could decide the matter.
Where directors prolonged their tenure of office by not calling an AGM at which they would have retired, it was held that a
meeting could be ordered under this section to enable shareholder to exercise their franchise to elect directors. [B. R. Kundra
v. Motion PicturesAssn., (1976)]. Where, however, there is no such usurpation of office and the mere purpose of shareholders
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WLC 43 CHAPTER 9 – MEETINGS

seeking an order under this section is to appoint new directors, which is ordinarily a function to be performed at the AGM, an
order under this section is not likely to be made.
• Class meetings
CHAIRMAN OF MEETING
• There shall be a chairman of every meeting. Regulations 50–54 of Table (Articles of Association) contain
provisions regarding chairman of shareholders meeting.
 The chairman, if any, of the Board shall preside as chairman at every general meeting of the company.
 If there is no such chairman, or if he is not present within 15 minutes after the time appointed for holding
the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their
number to be chairman of the meeting.
 If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes
after the time appointed for holding the meeting, the members present shall choose one of their number to
be chairman of the meeting.
Adjournment of meeting
The chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to place.
• No business shall be transacted at any adjourned meeting other than the business left unfinished at the
Chairman’s Casting vote
• In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at
which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting
vote.
Election of chairman
• In the absence of any provision in the articles of a company as regards the election of a chairman of its general
meetings, the common law rule is that the candidate for the office of chairman should not preside over the
election: and where an outgoing chairman seeks re-election, he should vacate the chair pending the election,
unless on a show of hands he is re-elected without any controversy. The meeting may appoint a temporary or
provisional chairman to run the meeting until the chairman proper is elected.
Removal of chairman
• A chairman who has been elected by the meeting can be removed by the meeting. The usual procedure would
be for a member to propose a vote of no confidence in the chair and another member should second this move.
• The chairman would have the right to make a representation against the removal. The matter should then be
put to vote.
• If he loses the vote, he should relinquish the chair. Where the appointment is under the provisions of the
company's articles, that appointment being not made by the members, the meeting cannot remove him unless it
is due to bad faith, impartiality or abuse of authority.
• The articles of a company may govern the point and may provide for a challenge to be made to a ruling of the
chairman. The chairman should vacate the chair while the challenge to his ruling is debated.
• Powers of the chairman of a meeting are:
a) To maintain order and decorum
b) To give ruling on points of order
c) To decide priority of speakers
d) To maintain relevancy and order in debate
e) To adjourn a meeting
f) To exercise a casting vote
g) To ascertain the sense of a meeting and declare the result of voting
PROXIES [SECTION 176]
• Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint
another person (whether a member or not) as his proxy to attend and vote instead of himself. The Proxy shall
not have any right to speak at the meeting. This does not apply to private limited company.
• In every notice calling a meeting of a company there shall appear with reasonable prominence a statement that
a member entitled to attend and vote is entitled to appoint a proxy, or where that is allowed, one or more
proxies, to attend and vote instead of himself, and that a proxy need not be a member. If default is made in
complying with this sub-section as respects any meeting, every officer of the company who is in default shall be
punishable with fine which may extend to Rs., 5,000/-.
• The prescribed instrument appointing a proxy shall be : (a) be in writing; and (b) be signed by the appointer
or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed
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WLC 44 CHAPTER 9 – MEETINGS

by an officer or an attorney duly authorised by it. Every proxy has to be duly stamped under the Stamp
Act.
• The proxy must be deposited at the registered office of the company atleast 48 hours before the meeting. No
company shall fix a longer period. Any member entitled to vote at the meeting has a right to inspect the proxies
during the meeting beginning 24 hours before the meeting. .
VOTING [SECTION 177]
• At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands. The
declaration of result of voting by show of hands by the Chairman of the meeting shall be conclusive evidence.
POLL [SECTION 179]
• Before or on the declaration of the result of the voting on a show of hands, a poll may be ordered to be taken by
the chairman of the meeting
(i) of his own motion,
(ii) may be demanded by members or proxy(ies) holding not less that 10% voting power or aggregate nominal
value of shares of Rs. 50,000/-
• The demand for a poll may be withdrawn at any time by the person or persons who made the demand. .
• If a poll is demanded on the question of election of the chairman or adjournment of the meeting shall be taken
forth with. [Section 175(2)]. A poll demanded on the question of adjournment of the meeting be also taken
forthwith. For any other question the poll may be taken up by the chairman at any time within 48 hours from the
time the demand was made (Section 180].
• The chairman may fix the time of taking the poll and ensure that all the members wishing to exercise their
voting power have had the opportunity.
Scrutineers at poll [Section 184]
• Where a poll is to be taken, the chairman of the meeting shall appoint two scrutineers to scrutinise the votes
given on the poll and to report thereon to him. One of the scrutineers shall always be a member (not being an
officer or employee of the company) present at the meeting.
POSTAL BALLOT (SECTION I92A)
• The Companies (Amendment) Act, 2001 has introduced a new Section 192A in the Companies Act, 1956 for
passing of resolutions by postal ballot. A public listed company shall get the specified resolutions passed by
means of a postal ballot instead of transacting the business in general meeting of the company. the Central
Government has issued Companies (Passing of the Resolution Postal Ballot) Rules, 2001in this regard.
List of business in which the resolution shall passed through Postal Ballot
(a) alteration in the object clause of Memorandum;
(b) alteration of Articles of Association for conversion of a public company into a private company;
(c) buy-back of own shares by the company under sub-section (1) of section 77 A;
(d) Issue of shares with differential rights as to voting or dividend or otherwise;
(d) change in place of registered office outside local limits of any city, town or village;
(f) sale of whole or substantially the whole of the undertaking of a company;
(g) giving loans or extending guarantee or providing security in excess of the prescribed limit;
(h) election of a election of small shareholders' director;
(I) variation in the rights attached to shares/debentures.
Clause 49 of the Listing Agreement has also prescribed (non-mandatory) certain items to be passed through postal
ballot.
Procedure to be followed for conducting business through Postal Ballot
(a) The company may make a note below the notice of General Meeting for understanding of members that the
transaction(s) at S1. No.(s) requires consent of shareholders through postal ballot;
(b) The Board of directors shall appoint one scrutinizer, who is not in employment of the company, may be a retired
judge or any person of repute who, in the opinion of the Board can conduct the postal ballot voting process in a
fair and transparent manner;
(c) The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots;
(d) The scrutinizer will be willing to be appointed and shall be available at the Registered Office of the company for
the purpose of ascertaining the requisite majority;
(e) The scrutinizer shall maintain a register to record the consent or otherwise received, including through electronic
media, mentioning the particulars of name, address, folio number, number of shares, nominal value of shares,
whether the shares, have voting, differential voting or non-voting rights and the scrutinizer shall also maintain
record for postal ballot which are received In defaced or mutilated form.
(f) The Postal Ballot and all other papers relating to postal ballot will be under the safe custody of the scrutinizer till
the Chairman considers, approves and signs the minutes of the meeting. Thereafter, the scrutinizer shall return

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the ballot papers and other related papers/register to the company so as to preserve such ballot papers
and other related papers/register safely till the resolution is given effect to.
(g) Consent or otherwise received after 30 days from the date of issue of notice shall be treated as if the reply from
the member has not been received.
RESOLUTIONS
• The members of a company move/make a proposal at a meeting. Once the motion has been put to the
members and majority of them have voted in favour of it, it becomes a resolution.
Ordinary and Special Resolution
Ordinary resolution – a resolution is said to be passed by ordinary resolution when the votes cast in facour of
the resolution exceed the votes cast against the resolution. The voting may be through show of hands or
poll.
Special resolution – (three conditions)
(a) the intention to propose the resolution as a special resolution has been duly specified in the notice
calling the general meeting;
(b) the notice required under this Act has been duly given of the general meeting; and
(c) the votes cast in favour of the resolution (whether on a show of hands, or on a poll)are not less
than three times the number of the votes, if any, cast against the resolution by members so entitled
and voting.
• Various sections of the Companies Act prescribe that such resolutions shall be passed by Special resolution. A
certified copy of the Special Resolution along with a copy of the notice convening the meeting shall be filed with
ROC for registration within 30 days of the meeting in the prescribed form.
Certain intems to be passed as Special resolution under the Companies Act 1956
1. To change the objects clause and the registered office from one State to another. [Section 17]
2. To commence any new line of business [Section 149(2A).]
3. To change the name of the company (also requires approval of the Central Government) [Section 21].
4. Change of name of charitable or other non-profit company by omitting the word or words "Limited" or "Private Limited".
[Section 25(3)].
5. To alter or add to the articles [Section 31].
6 . To issue further shares without pre-emptive rights [section 81(1)] to nonmembers [section 81(I-A)] or to convert loans or
debentures into shares [Section 81(3)].
9. To reduce the share capital (this requires authorisation by the articles and confirmation by the Tribunal) [Section 100].
10. To keep registers and returns at any other place than within city, town or village in which the registered office IS situated
[Section 163].
11. To request the Government to investigate the affairs of the company and to appoint inspectors for the purpose [Section
237].
12 To consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that
of managing director, manager, banker, or trustee for debenture-holders of the company [Section 314].
13. To appoint sole selling or buying or purchasing agent in the case of companies having paid-up share capital of rupees fifty
lakhs or more [Section 294-AA].
14. To apply to a Tribunal to wind-up the company [Section 433 (a)].
RESOLUTIONS REQUIRING SPECIAL NOTICE
• The object of giving special notice of a resolution is to invite the special attention of the company and, through
the company, of members to it, so that they may appreciate that there is something special in it, which requires
their attention. The following resolutions shall require Special Notice: -
(1) to fill a casual vacancy in the office of auditor
(2) to dismiss an auditor and/or to appoint as auditor a person other than a retiring auditor,
(3) to stand for directorship by a person other than retiring director,
(4) to dismiss a director and/or to appoint a person to fill the vacancy caused by the dismissal of a director
at the same meeting .
• The articles of a company may add additional matters in respect of which special notice is required.
MINUTES OF PROCEEDINGS OF GENERAL MEETINGS AND OF BOARD AND OTHER
MEETINGS [SECTION 193]
1. Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of
every meeting of its Board of directors or of every committee of the Board. Separate minute books shall be
maintained for general meetings, meetings of Board and committee meetings. Minutes of the proceedings shall
not be on paper sheets attached or pasted and where they are maintained in loose-leaf form, they are kept.
2. The proceedings of the meeting shall be entered within 30 days of the conclusion of the meeting concerned.
3. The pages of the minute book shall be consecutively numbered. Minutes should be kept in safe custody and
bound periodically. The minute book of general meeting shall be kept at the registered office of the company
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4. Each page of the minute book shall be initialed and last page of the minute book dated and signed
(a) in the case of general meeting, by the Chairman of the same meeting within 30 days of the meeting;
(b) in the case of Board/Committee meeting, by the Chairman of the same meeting or that of the next
succeeding meeting.
5. The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat and all
appointments of officers made at the meetings are included therein.
6. In case of minutes of Board meetings, the minutes shall contain the names of the directors present at the
meeting and in the case of each resolution, the names of the dissenting directors. The minutes of general
meetings contain the number of members attending the meeting in person and those by proxy.
7. The minute book of general meeting shall be open for inspection by members without charge subject to
reasonable restrictions imposed by the articles.
9. The copies of the general meeting minute book shall be furnished to the members, on request, on payment of
the prescribed sum, within 7 days of the request.
• Minutes of meetings shall be evidence of the proceedings recorded therein.

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