Presentation on Meetings

Presented by :-
Yusuf ali Gheewala
Hardik Parekh
Ramesh Rajpurohit
 Definition of Meetings
A meeting may be
generally defined as a
gathering or assembly or
getting together of a
number of persons for
transacting any lawful
business.
 Kinds of Company Meetings
Meetings of the shareholders:
As the shareholders are the ultimate owners of
the company, they should come together at least
annually to review the working of the Company.

The meetings of the shareholders may be

of the following types:
1. Statutory meetings
2. Annual general meeting
3. Extra-ordinary general meetings;
4. Class meeting of shareholders
 Statutory Meeting
Every public company limited by shares or limited
by guarantee and having a share capital must
hold a general meeting of the members of the
company, which may be called the statutory
meeting.

The statutory meeting is held only once in the

lifetime of a company.

The following companies need not hold statutory

meeting:
Private company
Company limited by guarantee having no share
 Annual General Meeting
A meeting known as an annual general meeting is required
to be held by every company, public or private, annually
for the purpose of transacting the companys ordinary
business.
The following matters constitute ordinary business at an
AGM: -
Consideration of annual accounts, directors report and
the auditors report
Declaration of dividend
Appointment of directors in the place of those retiring
Appointment of and the fixing of the remuneration of the
statutory auditors
An AGM is held every year to elect theboard of
directorsand inform their members of previous and future
activities.
 Board Meeting
Board of Directors manages the affairs of a
Company.
powers delegated by a company to its directors
must be exercised at properly convened and duly
constituted meetings generally referred as Board
meeting.
Section 285 require the Board to meet at least
once every three months irrespective of whether
it is the Board of a public company or a private
company and at least four such meetings must
be held in every year.
 Extra-ordinary General Meeting
All the general meetings of a company, with the exception
of the statutory meeting and the annual general meeting,
are called extraordinary general meetings.

This meeting is called to discuss some urgent special

business, which cannot be postponed until the next annual
general meeting.

An extraordinary general meeting may be convened by:

Board of Directors on its own motion
On the requisition of members
Requisitionists themselves on the failure of the Board to
call the meeting
Company Law Board can ask the company to convene an
EGM.
 Class meetings
Class meetings are meetings, which are held by
holders of a particular class of shares.
Meeting of Directors:
These meetings may be of two types:
Board meeting;
Meeting of the board committees
Other Meetings:
These meetings may be either of the following:
Meetings of the debenture holders;
Meeting of creditors
Requisites of Valid Meetings

It must be properly convened

.
Proper and adequate notice

must have been given to all

those entitled to attend.
The meeting must be legally

constituted.
The business at the meeting
Important terms related to
meetings
1) Notice :-
A notice calling for the meeting
must contain the following
things :-
Place of the meeting
Day and hour of the meeting
Agenda of the meeting
2) Proxy :-
In case of a company having a share
capital ; if the article so authorizes; any
member of a company who is entitled to
vote in the meeting; can appoint any
other person as his proxy.

Note :- Any member is entitled to appoint one

proxy in the case of private company and
one or more proxies in the case of public
companies.
3) Chairman :-
The chairman is the head of the
meeting.
Generally, the chairman of the Board
of Directors is the Chairman of the
meeting.
Note :- Unless the article otherwise
provide, the members present at the
meeting can elect one of themselves to be
the chairman thereof on a show of hands.
 Duties of a Chairman
A chairman must ensure that the meeting is
properly is properly convened and
constituted.
A chairman must ensure that the provisions

of the act and the articles in regard to the

meeting and its procedures are observed.
He must ensure that business is taken in

the order set out in agenda.

He may exercise his powers of adjournment

of the meeting.
4) Motion:-

Motion means a proposal to be discussed

at a meeting by the members.
A motion must be in writing and signed
by the MOVER and put to the vote of the
meeting by the chairman.
A motion , on being passed as a
resolution , becomes a decision.
Note :- Only those motions, which are
mentioned in the agenda of the meeting,
can be discussed at the meeting.
5) Amendment :-

Amendment means introducing the

changes.

It refers to the notification to a motion

before it is put to vote for adoption .

The Chairman has the right to accept or

reject an amendment on various grounds
such as inconsistency, redundancy,
irrelevance etc.
6) Adjournment :-

Adjournment means suspending the proceedings.

A meeting can be adjourned or suspended for

the time being and can be continued later.

Only the business not finished at the original

meeting can be transacted at the adjourned
meeting.

Note :- If a meeting is adjourned without stipulation

as to when it will be continued ; then the fresh
notice must be given.
7) Minutes of proceedings of Meetings :-

The minutes are a record of the

discussions made at the meeting
and then the final decision is taken.

Every company must keep

minutes of the proceedings of the
general meetings and of the
meetings of board of directors.
 Resolutions
A resolution means decisions taken at a
meeting.
A valid decision can be passed at a properly

convened meeting with the required quorum.

Decisions of the members at a general

meeting are expressed by way of resolution.

Types of resolutions :-
i. Ordinary Resolution
ii. Special Resolution
iii. Resolution requiring special notice.
Ordinary Resolution
An ordinary resolution means a
resolution passed by a simple majority.
Things which can be transacted with
ordinary resolution :-
To authorize an issue of shares at a
discount.
To increase the share capital if
authorized by the articles.
To appoint directors; etc.
Special Resolution
A resolution is said to be a special resolution if
notice (21 days before) is given specifically
and it is passed by three forth of the total
votes.
Special resolution is required for the following
purposes:-
To alter any provisions contained in the MOA.

To alter the object or place of registered office

of the company.
To alter the Article of Association; etc.
Resolution requiring a special
notice
In this case, a special notice i.e. 14 days
clear notice, to be received by the
company from the shareholder whose
intention is to pass a resolution
irrespective of its type.
Resolutions which requires special notice :-
A resolution appointing an auditor other

than the retiring one.

A resolution to appoint another director in

place of the removed director; etc