2. Presented by:
Mahantesh S. J. (R.No.25)
Bidyut Kumar Mandal(R.No.8)
Bharath Kashyap M. (R.No.24)
Johnson Varghese. (R.No.18)
Ohma Toppo (R.No.36)
Divya Panicker (R.No.13)

3. Meaning of Meeting
 “Meeting may be defined as gathering or assembling or getting together
of a number of persons for transacting any lawful business.”
 There must be at least two persons to constitute a meeting.
 The business of the meeting is conducted in the form of
resolutions proposed or passed.

4. Objectives
 It is forum for self protection
 It becomes forum for appointment of directors, auditors of their
choice which will safeguard them from possible manipulation
 To conduct business in much better way.

5. Meetings under Companies act of 1956
Share holders meetings
1) Statutory meeting as per section 165 of the act
2) Annual general meeting as per section 166 of the act
3) Extraordinary general meetings:
 Convened by directors on the requisition of the shareholders as
per section 169 of the act.
 Convened by directors to transact business of special
importance that arises in between the two Annual general
meetings
4) Class meeting of Shareholders.

6. Other Meetings
 Board meeting of the Board of Directors.
 Meeting of Board Committees.
 Meeting of Debenture holders.
 Meeting of creditors for the purpose other than winding up
 Meeting of creditors for winding up.
 Meeting of contributories in winding up

7. Statutory Meeting
“ Every company limited by shares, and
every company limited by guarantee and
having share capital, shall, within a
period of not less than one month nor
more than 6 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.”

8. Objects or purposes of Statutory Meeting
 To enable the members, as early as possible, to know the progress of
the company since its incorporation and also its present position
and future prospects.
 To provide an opportunity to the members to discuss finances of the
company.
 To provide an opportunity to the members to discuss any matter
arising out of the statutory report or relating to the formation of the
company.
 To help members to know one another.

9. Statutory Report
 The Board of directors shall, at least 21 day before the day on which
the meeting is held, forward a report to every member of the
company.
 Contents of statutory report.
– Total Shares allotted
– Cash received
– Preliminary expenses
– Names, addresses and occupation of directors, auditors,
managers and secretary and changes if any, since incorporation
– Particulars of contract or modifications thereof, if any, proposed
to be submitted to the meeting for its approval.
– The extent, if any, to which each underwriting contract, if any,
has not been carried out and the reasons therefore
– Calls, if any, unpaid by the directors and manager
– Particulars of commission and brokerage paid or payable to the
directors or the manager

10. Statutory Report Cont……
 Certification of Statutory Report.
 Registration of Statutory Report.
 Notice of Statutory Meeting.
 Time and Place for Holding Statutory Meeting.
 Production of List of Members at the Statutory
Meeting.

11. Annual General Meeting

A meeting known as an Annual General Meeting is required to be
held every year by every company whether, public or private, limited
by shares or by guarantee, with or without share capital or unlimited
company.
 AGM should be held on the earliest of the
following dates:-
 15 months from date of the last Annual General
Meeting.
 6 months from the close of the financial year.

12. ANNUAL GENERAL MEETING
 Time and place for holding an Annual General
Meeting
 Object of holding an Annual General Meeting
 Notice of Annual General Meeting

13. Business transacted at an Annual General
Meeting
 The consideration of the accounts, balance sheet and the reports of
the board of directors and auditors.
 The declaration of dividend.
 The appointment of directors in the place of those retiring
 The appointment of the auditors and the fixing of remuneration.

14. Extraordinary General Meeting:
 “All general meetings of a company, with the exception of Statutory
Meeting and Annual General Meetings are called Extra Ordinary
General Meetings.”
Business transacted:
Except following
 The consideration of the accounts, balance sheet and the reports of
the Board of directors and auditors,
 The declaration of the dividend,
 The appointment of directors in the place of those retiring, and
 The appointment of, and the fixing of the remuneration of the
auditors

15. CONVENING EGM
By Board of Directors
– By Board Themselves
– On Requisition by members
By Requisitionists
 The requisition shall set out the matters for the consideration
 The requisition may consist of several documents in like form, each
signed by one or more requisitionists.
 Number of members (Sub Section 4)
– company having a share capital -not less than one-tenth
– company not having a share capital - not less than one-tenth of the
total voting power of all the members having at the said date a right
of vote in regard to that matter.

16. CONVENING EGM
 Where two or more distinct matters are specified in the requisition –
sub-section (4) shall apply separately in regard to each such
matter
 If the board does not Convene EGM , within twenty-one days
Meeting May Be Called
– By the requisitionists themselves
– company having a share capital -not less than one-tenth
– company not having a share capital - not less than one-tenth of the
total voting power of all the members having at the said date a right
of vote in regard to that matter

17. Other Meetings
 Class meetings (section 106)
 Meetings of Debenture holders
 Meeting of Creditors

18. BOARD MEETING
 Frequency of Board Meeting:
 Section 285 of the companies act has laid down that board meeting
must be held at least once in every three months and four times in a
year.
 Notice of Board Meetings (Sec 286)
– “ Notice of the board of directors of the company shall be given in
writing to every director for time being in India, and at usual address in
India to every other director.”
– “Every officer of the company shall whose duty 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 Meetings:
The meeting of Board of Directors may be held at any place convenient to the
directors outside the business hours and even on a public holiday unless
the articles provide otherwise.
 Committee Meetings:

19. QUORUM FOR THE MEETING
Quorum is the minimum number of members required to attend a
meeting and transact business validly. In other words, it is the
minimum number of members who must be present at a meeting for
the purpose of transacting business validly.
Provisions relating to quorum for a General Meeting of
members.
 Two members personally present in the case of a private company, and
five members personally present in the case of public company.
 Unless the articles provide that the quorum can be of members present in
person or by proxy.
 In a general meeting of a company, the quorum is required to be present not
only at the time of the commencement of the business, but is also required
to be maintained throughout the meeting.

20. Provisions relating to quorum for a General
Meeting of members Cont……..
 If the quorum is not present within half an our of the scheduled time of
the meeting, the meeting will stand adjourned to the same day in the
next week at the same time and place.
 If at the adjourned meeting also the quorum is not present within half an
hour of the scheduled time of the meeting, the members present will
form the quorum.
 In the case of a general meeting called by the requisitionists, if there is no
quorum within half a hour of the scheduled time of the meeting , the
meeting stands dissolved. It cannot be adjourned.
 In the case of a meeting held under the order of the company law board,
the quorum is determined by the company law board
 Any business transacted at the general meeting without the quorum is
invalid.
 Joint holders of shares are to be treated as one member for the purpose

21. “One member Quorum”.
 where one member holds all the shares of a particular class, he can
constitute a valid quorum in a meeting of that class.
 company law board calls or directs the calling of annual general
meeting under section 167 of the companies act and directs that one
member present in person or by proxy should be deemed to
constitute a meeting.
 company law board directs the calling of a meeting, other than the
annual general meeting, of a company under section 186 of the
companies act and directs that one member present in person or by
proxy.
 In an adjourned general meeting of a company, even one member
present in person or by proxy will constitute a valid quorum in that
meeting.

22. Provisions relating to the quorum for a board
meeting.
 The quorum for a board meeting may be determined by the articles
or by the board or the quorum for a board meeting will be one-third
of the total strength of the directors or at least two directors,
whichever is higher.
 Any fraction will be rounded of as one.
 While counting the total strength of the directors of the board, the
number of directors whose places are lying vacant at the time of the
meeting are to be excluded.
 The directors who are interested in the subject matter under
discussion at the meeting of the board are excluded.
 But they are also disqualified from voting on the particular
resolution in which they are interested directly or indirectly.

23. Provisions relating to the quorum for a board
meeting.
 In this context, it may be noted that the rule of disinterested quorum
applies only to board meetings. It does not apply to a general
meeting .
 In the case of a board meeting, the quorum must be present not only
at the commencement of the meeting, but also throughout the
meeting.
 In the case of a board meeting also, if there is no quorum within
half an hour of the scheduled time of the meeting, the meeting will
stand adjourned .
 Any business transacted at a board meeting without a quorum will
be invalid.

24. PROXY
 (u/s 176) the term proxy has two meanings.
– “The agent appointed by the members of the company to attend
and vote at the meeting”.
– “It is the document by which such an agent is appointed.”
If the articles do not otherwise provide:
 A proxy can vote only on a poll
 A member of a private company cannot appoint more
than one proxy to attend on the same occasion.
 A member of the company not having a share capital
cannot appoint a proxy.

25. PROXY
 The proxy may be member or he may not be a member
and he shall not have any right to speak in the meeting.
 Proxy must be in writing. And signed by the appointer or
his attorney. If appointer is a body corporate, an officer
or an attorney should sign it duly authorized by it.
 Proxy to be deposited 48 hours before the meeting.
 Proxy is revocable: the member may revoke the authority
given to his agent at any time before proxy has voted.
 Right to inspect Proxies: a director has right to inspect
proxies lodged with the company.

26. Voting and Poll:
 The motions proposed in a general meeting of a company are decided
on the votes of the members of the company. The members holding
share capital there in have the right to vote on every motion placed
before the company.
 A shareholder’s vote is a right of property, and prima facie may be
exercised by him as he thinks fit in his own interest. He is bound to
exercise in the best interest of the company.

27. The voting may be:
 1) By show of hands (sec 177 & 178)
– Chairman’s declaration of result of voting by show of hands
conclusive (sec178)
 2) By taking poll. (Sec 179)
– If the members are dissatisfied with the result of voting by show
of hands, they may demand a poll.
 The poll must be ordered by the chairman if it is demanded:
– In the case of a public company, having a share capital, by any
member or members present in person or by proxy and holding
shares in the company:
 which confer of power to vote on the resolution not being less than
one-tenth of the total voting power in respect of the resolution; or
 on which an aggregate sum of not less than Rs. 50,000/- has been
paid up.

28.  In the case of a private company, having a share capital by one
member having the right to vote on the resolution and present in
person or by proxy if not more than 7 such members are personally
present, and by 2 such members present in person or by proxy, if
more than 7 such members are personally present.
In the case of any other company, by any member or members
present in person or by proxy and having not less than one –tenth of
the total voting power in respect of the resolution.
 Chairman -Poll
 The chairman may order poll when a resolution proposed by the
board is lost on the show of hands. Also, if the chairman knows that
proxies have been lodged and that on a poll the decision taken on a
show of hands is likely to be reversed. It is his duty to order a poll.

29. Resolutions:
 Decisions of a company are made by resolutions passed by the
prescribed majority of the members present at the meetings.
 Resolutions under present act are of 3 kinds,
– a) Ordinary Resolution
– b) Special Resolution,
– c) Resolutions requiring special notice.

30. Ordinary resolution
 “A resolution, which requires simple majority of the members
entitled to vote and voting in person, or where proxies are allowed,
by proxy, is called an ordinary resolution. The draft of a proposed
ordinary resolution need not be set out in the notice convening the
meeting. If however, some special business has to be transacted
through an ordinary resolution, the notice must state it as special
business and the proposed resolution is set out in the notice.”
 Some Ordinary resolutions:
 Issue of shares at discount
 Alteration of share capital
 Adoption of statutory report
 Passing of annual accounts and B/S, along with reports of board of
directors and auditors.
 Appointment of auditors and their remuneration

31. Special Resolution
 “A special resolution is one passed at a general meeting of a
company when 1) Notice of the meeting specifying the intension to
propose the resolution as special resolution has been duly given as
required under the act, and 2) the votes cast in favor of the
resolution (whether on show of hands or on a poll by members who
being entitled so to do, vote in person, or where proxies are allowed
by proxy) are not less than 3 times the number of votes, if any, cast
against the resolutions by members so entitled to vote.”
 Some special resolutions:
 Alteration of object clause of memorandum
 Change of name of a company with consent of central govt.
 Alteration of the articles of a company.
 Variation of shareholders rights.
 Payment of interest out of capital.

32. Resolution Requiring special notice:
(Sec 190)
 Provision in this act or in the articles, special notice is required
 Notice of the intension to move the resolution shall be given to the
company not less than 14 days before the meeting
 The company must give to its members- notice
 Advertisement in a newspaper

33. Circulation of members’ resolutions (Sec.188)
 Sec 188 confers on all shareholders an important right to
give through the company machinery publicity among all
its members to a resolution intended to be proposed or
statements intended to be made at a meeting.
 The requisition shall be signed by:
 Members representing not less than 1/20th of the total voting power
of all the members having the right to vote on the resolution, or
 100 members having right to vote and who hold shares of the value
of not less than Rs. 1,00,000/-

34. Registration of resolutions and agreements
(sec 192)
 Special resolutions;
 where the act requires a special resolution for any purpose, that
purpose may be achieved by a ‘ resolution’ agreed to by all the
members of the company;
 Managing Directors Appointments and any changes;
 Resolutions or agreements which have been agreed to buy all the
members of any class of shareholders,
 Resolutions passed by a company giving powers to the Board of
directors to sell, lease or otherwise dispose of the whole, or
substantially the whole, of the undertaking of the company, to
borrow money beyond a certain limit, or to contribute to charities
beyond Rs.50, 000/- or 5% of the average net profits, whichever is
greater;
 Resolutions approving the appointment of a sole selling agent;
 Resolutions requiring a company to be wound up voluntary;

35. Minutes of Meeting:
 “Minutes are record of what the company or directors do in the
meetings.”
 Minutes of proceedings of Meetings:
 Sec (193) every company shall keep a record of all proceedings of
every general meeting and of all proceedings of every meeting of its
board of directors and of every committee of the board. This is done
by making within 30 days of the conclusion of every such meeting
concerned, entries of the proceeding in the books kept for that
purpose. These records are known as Minutes.

36. Minutes Book
 Separate minute books
 The chief use of minutes is that –
 They contain the record of the business transacted with the
decisions of shareholders and directors at their respective meetings;
 They are also available for inspection by the interested parties ex:
shareholders, auditors, directors, secretary.
 They can be produces as evidence in the court of law

37. Minutes
 Numbering of pages: the pages of every minute’s book shall be
consecutively numbered
 Signing of minutes book:
 Content of the Minutes.
 Names of the directors present
 In the case of each resolution passed at the meeting , the names of
the directors , dissenting from the resolution.
 Location and Inspection:
 Kept at registered office of the company
 open during business hours to inspection of any member without
the charge subject to reasonable restriction. However at least 2
hours in each day are to be allowed for inspecting

38. Duties and roles of Chairman
 He must ensure that the meeting is properly convened and constituted
 He must ensure that the provisions of the act and the articles in regard to
the meeting and its procedures are observed
 He must act at all times bona fide and in he interest of the company as a
whole
 He must decide questions arising for decisions during the meeting and must
ensure that the majority hears the minority.
 He must ensure that the sense of he meeting is properly ascertained in
regard to any question before it.
 He must exercise correctly his powers of adjournment.
 It is his duty to preserve order and to see that the business is properly
conducted.
 He must exercise his power to order a poll correctly and must order it to be
taken when demanded properly.
 He must exercise his casting vote, if available, bona fide in the interest of the
company