Meeting is not defined under any provisions of Companies Act of 2013, but taking references from common business and market parlance and also from some of the decided case laws like Sharp vs. Dawes, as decided in 1971, and through citations of various renowned authors, we can gather that a ‘Company Meeting’ is basically coming together of at least two persons to either transact any ordinary or special business for lawful purposes.
Therefore they are broadly classifies as follows:
1. Shareholders Meeting:
a. Annual General Meeting – This is defined u/s 96 of CA’13, wherein every company, whether public or private, except One Person Company, is required to convene first AGM within 9 months from the end of first Financial Year to decide the overall progress of the company as well as to plan future courses of action.
Place: Such meeting is called at Registered Office of the Company or any other such place in the city where such Reg. Office is situated.
Time Hours: Between 9.00 am – 6:00 pm., and not on any public holiday as so declared by Central or State Government.
Quorum: In case of Public Company–
5 if members are less than 1000
15 if between 1000-5000
30 if more than 5000 members
In case of Private Company, then only 2 that are present will be the quorum.
Time Gap: Gap between two meetings not more than 15 months, and after conducting first AGM, the subsequent AGMs need to be conducted within 6 months from the end of Financial Year, and if there any urgent circumstances or emergency situations arises, when company wasn’t able to conduct the AGM, then the Tribunal may grant the extension of 3 months, but said extension not available in first AGM, and therefore first AGM must be conducted within 9 months from end of F.Y.
Power of NCLT: May call or direct to conduct such meeting u/s 97 of CA’13, when an application is filed by a member if meeting not conducted in due time.
Punishment on default: u/s 99 – For Company and every such defaulting Officer – Rs. 1 Lakh, and if default continues then Rs. 1000 per day.
b. Extraordinary General Meeting: Certain matters are so much important that they require an immediate attention of the members, and that’s where the Board has been granted to call for such EGM u/s 100 of CA’13.
It can be called through the following ways:
By Board, on suo-moto basis, and the same can be held at any parts of the country.
By requisition of eligible members, wherein the company if having Share Capital, then members holding at least 1/10th of such Share Capital, and if not having Share Capital, then members holding at least 10% of the total voting powers in that company can request to call for such meeting. Such notice has to be well written and specify the nature of business, and duly signed by all the members or any one authorized person acting on behalf of all. And Board need to call meeting within 21 days of getting such request or maximum of 45 days, by giving such notice to such members prior to 3 days of conducting such meeting.
By Requisionist (provided if Board fails to do so), if Board failing to conduct meeting within 45 days, then the members can call for meeting within 3 months of from the original request made to Board at first instance, and here the members have all the rights to have their name on the main list of members and Board can’t deny this, and also need to accept such changes that might have occurred between 21st to 45th day of date of notice provided to Board at first instance.
By Tribunal u/s 98, whereby it can conduct meeting on its own or on any request received by the member of such company.
Place: At Reg. Office or any such place in the city where such Reg. Office is situated
Notice: To all the members in writing or through an electronic mode of at least 21 Clear Days before convening such meeting, and one important thing here is that if meeting is called up by the requisionists, then there’s no formality of attesting explanatory statement to it
c. Class Meeting: Such meeting is convened by a particular class of shareholders only and only if they think that their rights are being altered or if they want to vary their attached rights, as mentioned u/s 48 of CA’13, and u/s 232 also, if under Mergers and Amalgamation scheme, meetings of particular shareholders and creditors can be convened if their rights/privileges are being varied to their interests in such company.
2. Directors Meeting:
a. Board of Directors Meeting: As per Sec. 173 of CA’13, every company needs to convene first board meeting within 30 days of its incorporation, and then minimum four meetings in each calendar year, with time gap of not more than 120 days( at present it is 180 days because of COVID-19) between two board meetings
In case of OPC, Dormant Company, Small Company, Sec. 8 Company or any private company( Start-Up), then required to hold two board meetings in each half of calendar year with time gap of at least 90 days.
In case of Specified IFSC Private & Public Company, then to hold first board meeting within 60 days of incorporation and then hold one meeting in each half of calendar year.
Meeting can be attended by directors either in person, or through audio-visual mode or through video conferencing, subject to the nature of meeting being discussed and after complying with necessary formalities as specified in Sec.173 r/w such rules.
Here notice of at least 7 days is necessary to be given to directors at their registered address with company and also to be provided through e-means, if not possible hand delivery or post delivery, and there is one exception wherein a shorter notice can be called off for transacting a very urgent matter provided one independent director is present at such meeting.
Quorum: 1/3rd of total directors or two directors, whichever is higher
In case of OPC, 1/4th of total strength or 8 members, whichever is higher
Matters that can’t be dealt here: E.g. Approving Prospectus/ Boards Report/ Annual Financial Statements, scheme of Merger, Amalgamation, Demerger, etc.
3. Other Meetings:
Creditors Meeting (Sec. 230) / Debenture Holders Meeting with the Board of Directors
Audit Committee Meeting (Sec. 177)
Nomination and Remuneration Committee Meeting (Sec. 178)
Any other committee meetings with the respective Board of Directors of the Company, as and here specified under Companies Act of 2013.
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Disclaimer:- The entire contents of this document have been prepared on the basis of relevant provisions and rules and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.
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The punishment for default in conducting AGM is Rs. 5000/- per day of the default continues.