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THE THRUST OF CORPORATE MEETINGS

Corporate Laws / Banking / SEBI / LLP - By: - sachin bhola - Dated:- 8-1-2016 - Assume a situation where company wants to appoint a new director or wants to increase its share capital. Now the question arises how company can give effect to the proposed business because company being an artificial entity cannot act on its own. Board of directors of company has been entrusted with powers to manage and control the affairs of company. Here comes the answer, board act and decide all these matters thr .....

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interaction, such as sharing information or reaching agreement.[1] Though The Companies Act, 2013 does not define the term Meeting but it lays down a comprehensive provisions for controlling the affairs of meeting. The whole structure of this article is divided into five parts: Provisions of The Companies Act, 2013 dealing with Meeting. How a meeting is called? How a meeting is conducted? What are the powers of tribunal to call meeting if company fails to convene? Penal provisions. PROVISIONS OF .....

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ear. The maximum gap between two Annual General Meetings should not exceed 15 months. Time Limit: In case of first Annual General Meeting, it should be conducted within a period of 9 Months from the close of first financial year and in rest of the cases it should be conducted within a period of 6 Months from the close of financial year. The provision of sub-section (1) is obligatory in nature. Where company fails to conduct its Annual General Meeting within a time specified, then it can be condu .....

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tion defines the term National Holiday as any day declared as National Holiday by the Central Government . The proviso further empowers Central Government from excluding any company from the provisions of holding and conducting Annual General Meeting within specified time period and days, but this is subject to the conditions as imposed by the Central Government. Thus, where company wants to conduct its Annual General Meeting on a day which comes out to be a public holiday, then in that case com .....

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rding to the provisions of Section 100, company can call an Extraordinary General Meeting upon requisition received form its member in writing whenever it deems fit. Where any requisition is received from members of the company in following two situations: Situation I Situation II Company having Share Capital Company not having Share Capital Member holding not less than 1/10th of total paid up share capital as on date of receipt of requisition. Members having not less than 1/10th of total voting .....

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company. Sub rule (1) of rule 17 of Companies (Management and Administration) Rules, 2014 further clarifies that requisition can be in writing or any electronic mode and it should be made at least 21 days before the proposed date of such Extra-ordinary General Meeting. The provisions of Sub Section (4) of Section 100 empowers requisitionist to conduct a meeting within a period of 3 Months if board fails within 21 days to fix a date to consider the matter not later than 45 days from the date of .....

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before 31st March, 2016. The meeting thus called shall be conducted in same manner like any other meeting and the expenses of conducting such meeting shall be reimbursed from the salary of director who was in default in calling such meeting. Section 173 of The Companies Act, 2013 deals with the manner of conducting board meetings. Board meeting is the meeting conducted by board of directors during a year for giving effect to the day to day transactions of the company. The provision obligates ev .....

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g. HOW A MEETING IS CALLED? Every meeting of a company should be convened upon the authority of notice which should be validly delivered to every shareholder, director, auditor of the company within specified time frame. Section 101 and Section 173 of The Companies Act, 2013 sets out the provision of notice for conducting Annual General Meeting and Board Meeting respectively. Section 101 provides that for conducting Annual General Meeting, a prior notice of at least 21 days should be given to ev .....

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e-mail as a text or as an attachment to an e-mail or as a notification providing link or URL for accessing such notices. The proviso to sub section (1) of section 101 further clarifies that Annual General Meeting can be called at a shorter notice provided consent of not less than 95% members entitled to vote is obtained. Section 173 in its sub Section (3) provides that every board meeting should be convened upon the authority of notice which should be delivered to every director at his register .....

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e Quorum and Resolution . A Chairman should be elected out of the members who are personally present in that meeting. Such election can be done by show of hands. Where the provisions of Article of Association provide for some other method of electing chairman, that method should be adhered. That means the provisions of Article of Association will prevail over the provisions of section 104 of The Companies Act, 2013. Another important ingredient for holding a valid meeting is presence of adequate .....

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ompanies act provide for different quorum for general meeting and board meeting under the provisions of section 103 and 174 of The Companies Act, 2013. General Meeting Board Meeting Public Company Private Company 5 Members If numbers of members is less than 1000. 10 Members if number of members is more than 1000 but less than 5000. 15 Members if number of members is more than 5000. 2 Members personally present. 1/3rd of its total strength or 2 Directors whichever is higher. The section specifica .....

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s of the company transacted at a meeting shall be special business other than following: Consideration of financial statements and reports of BOD and Auditors; Declaration of dividend; Appointment of directors in place of those retiring; Appointment of auditor or fixation of auditor s remuneration. Every resolution other than those provided above passed at a meeting for the purpose of giving effect to something shall be Special Resolutions . WHAT ARE THE POWERS OF TRIBUNAL TO CALL MEETING IF COM .....

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