MANAGEMENT AND CONTROL OF COMPANIES –V – MEETINGS

MANAGEMENT AND CONTROL OF COMPANIES –V – MEETINGS

Kinds of Company Meeting

1. Shareholders Meeting

Statutory Meeting - Section 165

Every company limited by shares, and every company limited by guarantee and having a share capital, shall, within a period of not less than one month not more than six months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called "the statutory meeting.

A general meeting of a company may be called by giving not less than twenty-one days' notice in writing – section 171

Annual General Meeting - Section 166

Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

A company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation

• Business transacted at AGM – Section 173

          (a) All business to be transacted at the meeting shall be deemed special, with the exemption of business relating to

                    (i) the consideration of the accounts, balance sheet and the reports of the Board of directors and auditors,

                   (ii) the declaration of a dividend,

                  (iii) the appointment of directors in the place of those retiring, and

                  (iv) the appointment of, and the fixing of the remuneration of the auditors; and

         (b) in the case of any other meeting, all business shall be deemed special

Extraordinary Meeting as per Section 169

The Board of directors of a company shall, on the requisition of such number of members i.e not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting in regard to that matter forthwith proceed duly to call an extraordinary general meeting of the company.

•   Power of Tribunal to order Extraordinary meeting to be called – Section 186

              If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Tribunal may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting

Class meetings - Section 106

Where the share capital of a company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class.

2. Board Meetings of Board Of Directors – Refer to Chapter 13 for Powers to be exercised only at Board Meetings and Other Powers to be exercised at Board Meeting

•  Notice of Board Meeting – Section 286 - Notice of every meeting of the Board of directors of a company shall be given in writing to every director for the time being in India, and at his usual address in India to every other director. Every officer of the company whose duty it is to give notice as aforesaid and who fails to do so shall be punishable with fine which may extend to one thousand rupees.

• ·Time and Place of Board meeting – Section 166
• Minutes of Board Directors – Section 193 - 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, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered
• Quorum of Directors – Section 287(2) - The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher
• Disclosure of Interest – Section 300 - Interested director not to participate or vote in Board's proceedings

3. Meeting of Board Committee –

Section 292 empowers the board to delegate the following powers among others to a committee of Directors:

• the power to make calls on shareholders in respect of money unpaid on their shares;
• the power to authorize the buy-back referred to in the first proviso to clause (b) of sub-section (2) of section 77A;]
•  the power to issue debentures;
• the power to borrow moneys otherwise than on debentures;
• the power to invest the funds of the company; and
• the power to make loan

4.Meeting of Debenture holder - To vary the terms of security or to alter their rights in certain circumstances.

5.Meeting for Creditors for winding up

6.Meeting for Creditors other than winding up

7.Meeting of Contributories in Winding up

Voting and Demand for Poll – Section 176(1)(c)

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; but a proxy so appointed shall not have any right to speak at the meeting.

RESOLUTIONS – Section 189

Decisions of a company are made by resolution passed by prescribed majority of members present in meeting

Two types of resolution are :-

• Ordinary - A resolution shall be an ordinary resolu­tion when at a general meeting the votes cast (whether on a show of hands, or on a poll, as the case may be,) in favour of the resolution (including the casting vote, if any, of the chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the resolution by members so entitled and voting.
• Special - A resolution shall be a special resolution when the votes cast in favour of the resolution (whether on a show of hands, or on a poll, as the case may be) by members who being entitled so to do, vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

Intention to propose the resolution as a special resolution has been duly specified in the notice

Resolution requiring Special Notice – Section 190

Registration of Resolution and Agreement – Section 192

Passing of Resolution by Postal Ballot – Section 192A

A listed public company may, and in the case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution passed by means of a postal ballot, instead of transacting the business in general meeting of the company.

Dissolution – Section 174(3)

If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting, if called upon the requisition of members, shall stand dissolved.