Company Meetings, Statutory, Annual General Meeting, Extraordinary meeting, Meeting of BOD

Company meetings are an essential part of corporate governance and decision-making in a company.

Company meetings are governed by various statutory requirements under the Companies Act, 2013. These requirements ensure that the meetings are conducted in a fair and transparent manner, and the decisions taken at the meetings are legally valid.

Statutory requirements related to company meetings:

• Notice period: The notice of the meeting must be given to all the members, directors, and auditors of the company at least 21 days before the meeting, except in the case of an EGM which can be called with shorter notice. The notice must include the date, time, and place of the meeting, and the agenda.
• Quorum: A quorum of members or directors must be present for the meeting to be valid. The quorum for an AGM is five members or 1/3rd of the total members, whichever is higher. The quorum for an EGM is five members or 1/10th of the total members, whichever is higher. The quorum for a board meeting is one-third of the total number of directors or two directors, whichever is higher.
• Chairperson: The chairperson of the company or, in his or her absence, another director elected by the members present, presides over the meeting.
• Voting: The members or directors vote on the resolutions by show of hands or through a poll. The Articles of Association may provide for the voting rights of different classes of members.
• Minutes: Minutes of the meeting must be recorded and signed by the chairperson of the meeting.
• Electronic Meetings: The Companies Act allows for the conduct of meetings through video conferencing or other electronic means, subject to certain conditions.
• Voting through Postal Ballot: The Companies Act provides for voting by members through postal ballot, in certain cases.
• Proxy Voting: The Companies Act allows members to appoint proxies to attend and vote on their behalf at the meetings.
• Special Resolutions: Certain matters, such as alteration of the Memorandum or Articles of Association, require the passing of a special resolution by a three-fourth majority.
• Related Party Transactions: The Companies Act requires the approval of the members in general meeting for certain related party transactions.

Types of Company Meetings

The Companies Act, 2013, provides for the following types of company meetings:

Annual General Meeting (AGM)

Every company is required to hold an AGM once a year, within six months from the end of the financial year. The purpose of the AGM is to approve the annual accounts, appoint or re-appoint directors, and declare dividends.

1. Timing: The AGM must be held within six months from the end of the financial year.
2. Notice period: The notice of the AGM must be given to all the members, directors, and auditors of the company at least 21 days before the meeting.
3. Quorum: A quorum of members or directors must be present for the meeting to be valid. The quorum for an AGM is five members or 1/3rd of the total members, whichever is higher.
4. Agenda: The agenda for the AGM must include the following matters:
   • Confirmation of the minutes of the previous AGM.
   • Adoption of the annual financial statements.
   • Appointment or reappointment of directors.
   • Appointment or reappointment of auditors.
   • Declaration of dividend, if any.
   • Any other business with the permission of the chairperson.
5. Voting: The members vote on the resolutions by show of hands or through a poll. The Articles of Association may provide for the voting rights of different classes of members.
6. Chairperson: The chairperson of the company or, in his or her absence, another director elected by the members present, presides over the meeting.
7. Minutes: Minutes of the AGM must be recorded and signed by the chairperson of the meeting.
8. Special Resolutions: Certain matters, such as alteration of the Memorandum or Articles of Association, require the passing of a special resolution by a three-fourth majority.
9. Electronic Meetings: The Companies Act allows for the conduct of AGMs through video conferencing or other electronic means, subject to certain conditions.

Extraordinary General Meeting (EGM)

An EGM can be called by the board of directors or on the requisition of the shareholders. The purpose of the EGM is to transact any business that cannot be dealt with at the AGM, such as the approval of a special resolution.

Some important aspects related to the EGM:

1. Timing: An EGM can be called at any time by the board of directors or on the requisition of the members holding at least 10% of the paid-up share capital.
2. Notice period: The notice of the EGM must be given to all the members, directors, and auditors of the company. The notice period for an EGM is 21 days, unless the Articles of Association provide for a shorter notice period.
3. Quorum: A quorum of members or directors must be present for the meeting to be valid. The quorum for an EGM is five members or 1/10th of the total members, whichever is higher.
4. Agenda: The agenda for the EGM must be limited to the specific matters for which the meeting has been called.
5. Voting: The members vote on the resolutions by show of hands or through a poll. The Articles of Association may provide for the voting rights of different classes of members.
6. Chairperson: The chairperson of the company or, in his or her absence, another director elected by the members present, presides over the meeting.
7. Minutes: Minutes of the EGM must be recorded and signed by the chairperson of the meeting.
8. Special Resolutions: Certain matters, such as alteration of the Memorandum or Articles of Association, require the passing of a special resolution by a three-fourth majority.
9. Electronic Meetings: The Companies Act allows for the conduct of EGMs through video conferencing or other electronic means, subject to certain conditions.

Board Meeting

The board of directors of a company must meet at least once every three months to discuss and make decisions on the company’s affairs. The board meeting can be held in person or through video conferencing.

Board meetings are important for the effective functioning of the company. The board of directors is responsible for the overall management of the company, and the board meetings provide an opportunity for the directors to discuss and make decisions on important matters related to the company. It is important for companies to ensure that they comply with the statutory requirements related to board meetings to avoid any legal disputes and to maintain good corporate governance practices.

A Board Meeting is a meeting of the board of directors of a company. Here are some important aspects related to the board meeting:

• Timing: The board of directors of a company must meet at least four times a year, with a maximum gap of 120 days between two consecutive meetings.
• Notice period: The notice of the board meeting must be given to all the directors of the company. The notice period for a board meeting is at least seven days, unless the Articles of Association provide for a shorter notice period.
• Quorum: A quorum of directors must be present for the meeting to be valid. The quorum for a board meeting is one-third of the total number of directors, or two directors, whichever is higher.
• Agenda: The agenda for the board meeting must be circulated to the directors in advance. The agenda must include the matters to be discussed and the resolutions to be passed.
• Voting: The directors vote on the resolutions by show of hands or through a poll. The Articles of Association may provide for the voting rights of different directors.
• Chairperson: The chairperson of the board or, in his or her absence, another director elected by the directors present, presides over the meeting.
• Minutes: Minutes of the board meeting must be recorded and signed by the chairperson of the meeting.
• Electronic Meetings: The Companies Act allows for the conduct of board meetings through video conferencing or other electronic means, subject to certain conditions.

Committee Meeting

A committee of the board, such as the audit committee, remuneration committee, or nomination committee, can hold meetings to discuss and make recommendations on specific matters.

Procedures for Company Meetings:

The procedures for company meetings are governed by the Companies Act, 2013, and the Articles of Association of the company.

• Notice: A notice of the meeting must be sent to all the members, directors, and auditors of the company, specifying the date, time, and place of the meeting, and the agenda. The notice must be sent at least 21 days before the meeting, except in the case of an EGM, which can be called with shorter notice.
• Quorum: A quorum of members or directors must be present for the meeting to be valid. The quorum for an AGM is five members or 1/3rd of the total members, whichever is higher. The quorum for an EGM is five members or 1/10th of the total members, whichever is higher. The quorum for a board meeting is one-third of the total number of directors or two directors, whichever is higher.
• Chairperson: The chairperson of the company or, in his or her absence, another director elected by the members present, presides over the meeting.
• Voting: The members or directors vote on the resolutions by show of hands or through a poll. The Articles of Association may provide for the voting rights of different classes of members.
• Minutes: Minutes of the meeting must be recorded and signed by the chairperson of the meeting.

Legal Requirements for Company Meetings

The Companies Act, 2013, lays down the following legal requirements for company meetings:

• Electronic Meetings: The Act allows for the conduct of meetings through video conferencing or other electronic means, subject to certain conditions.
• Voting through Postal Ballot: The Act provides for voting by members through postal ballot, in certain cases.
• Proxy Voting: The Act allows members to appoint proxies to attend and vote on their behalf at the meetings.
• Special Resolutions: Certain matters, such as alteration of the Memorandum or Articles of Association, require the passing of a special resolution by a three-fourth majority.
• Related Party Transactions: The Act requires the approval of the members in general meeting for certain related party transactions.