In this blogpost, Shivam Anand, student, DSNLU, Vishakhapatnam, writes on, the Laws Relating to meetings under the Companies Act and its essentials.

1. Annual general meeting

Provided under Section 96 of the companies act “Annual General Meeting” every company other than a One person company shall each year hold a general meeting as annual general meeting other than any other kind of meetings and the company should make sure that there should not be a gap of more than fifteen months between two annual general meetings.

First annual general meeting

With respect to first AGM, it should be held within the time frame of nine months from the date of closing of the first financial year. Now one of the biggest dilemmas is with respect to first financial year of the company as some major changes were brought up in the companies act 2013. Under the new provisions of the companies act, the financial year of the company incorporated after 1st January of a year would be 31st March of the following year and in other cases, it would be the period ending on the 31st March. One can understand this from the following example. In a case a company is incorporated on 5th January 2016, the first financial year of the company would end on 31st of March 2017, and it should with respect to Section 96 which deals with annual general meeting hold it’s AGM on or before 31st December 2017. In the same example if the company is incorporated on 20th December 2015 or on any date before 1st January 2016 then the first financial year would close on 31st March 2016 irrespective of the question whether the time frame is of 1 year or not and in such a circumstance the AGM should be held on or before 31st of December 2016(which is within 9 months from the closure of first financial year).
In any other case, the AGM should be held within 6 months from the date of close of the financial year. Also, the registrar may for the special reason extend the time of AGM, other the first AGM by a period not exceeding 3 months. Under the new Act, AGM can be held on any day including Saturdays, Sundays and public holiday except National Holidays(26th January, 15th August and 2nd October) between 9 a.m to 6 p.m.

Notice for Annual General Meeting

For a general meeting not less than a clear notice of 21 days either in writing or through electronic mode should be given. But a general meeting may be called after giving a shorter notice if consent by not less than 95% of the members entitled to vote at such meeting is given in writing or by electronic mode. The notice of such meeting should consist of place, day, date and the proper hour of the meeting and should also contain a statement stating business which is to be transacted at such meeting. The notice should be circulated to every member of the company, legal representative of deceased and assignee of insolvent member, auditor and every director of the company. Section 101 of the Companies act 2013, deals with the provision of Notice for the annual general meeting.

Quorum of meeting

As provided under section 103 of the companies act the quorum of the company in case of public company should be five personally present in case the total member on date of the meeting does not exceed 1000, 15 in case more than thousand but less than five thousand and 30 in case of more than 5000 members on the date of meeting. While in the case of a private company only 2 members if personally present will make up the quorum of the meeting. It has been also provided that in case the quorum is not fulfilled within half an hour the scheduled time of the meeting then the meeting would be adjourned to the same day of the next week. In case the quorum is not filled within half an hour in the adjourned meeting then the present members would form the required quorum for the meeting. In the case of the meeting by requisition under section 100, the meeting stand cancelled in case of lack of quorum as provided under section 103(2).

2. Extraordinary General Meeting

1) Under Section 100(1) of the Companies Act, the board may whenever it deems fit may call an extraordinary meeting of the company.
2) Section 100(2) lays down the procedure for calling an extraordinary general meeting in case of the requisition. In case of the company who has share capital(basically the company limited by shares ), should be voted upon by such number of members who on the date of receipt of the requisition holds not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting and in case of the company who does not have a share capital(basically the company limited by guarantee who don’t have share capital) should be voted upon by such number of members who on the date of receipt of the requisition holds not less than one-tenth of the total voting power of all the members having on the said date a right to vote.
One of the basic feature of the call for meeting by requisition is that in case the board within twenty-one days of the receipt of requisition fails to proceed to call for meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition then the meeting cab be called by the requisitionists themselves as per the process in which board holds the meeting and the cost of the same would be borne by the company.

3. Meeting called by tribunals

Under Section 98 of the Companies Act tribunal has been endowed with power to call for meetings on application by the member of the company or any director who is entitled to vote at such a meeting. It is basically done in the case where it is not practically possible for the company to hold a meeting other than an annual general meeting. It can pass any ancillary or consequential order as the tribunal may feel important.
Also, under section 97 of the Act Tribunal can call an annual general meeting in case of default of the company. It can pass any ancillary or consequential order as the tribunal feels expedient to do.

4. Board meetings

Under Section 173 of the Act, this provision of the board meeting is applicable to all types of companies including one person company. The first board meeting is mandatory to be held within thirty days of the incorporation of the company and subsequent to that the company should hold a minimum of four meetings of the board of directors. One of the most important aspects is that not more than 120 days gap should be there between two such meetings. One Person Company shall convene at least 1 board meeting in half calendar year and the gap between two meeting should not exceed by more than 90 days. The meeting can be done by way of video conferencing or any other audio-video means. The central government may decide upon exceptions, modifications or conditions of the companies or class of companies to be excluded from the applicability of this section and it can also decide which matters can’t be decided upon by way of video conferencing.

Notice and quorum for board meeting

A minimum notice of not less than seven days has to be provided to every director of the company about the meeting at his registered address in the company by way of post or by e-mode. The meeting can be called at a shorter notice. In the case of absence of the independent director, decisions of such meeting should be circulated to every director and should also be ratified by at least one independent director. The quorum for the board meeting is 1/3rd of the total strength of the board of director or two, whichever is highest.

5. Meeting of audit committee

Audit committee has formation, rights and liabilities have been provided under section 177 of the Act. It consists of a minimum of three directors along with independent directors forming a majority.They can hold a meeting with respect to the discussion of audit reports.