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Contents
1. Corporate Meetings- Shareholders and Board
2. Types of Meetings- Annual General Meetings,
Extra ordinary General meetings
3. Minutes of the proceedings of the general
meetings
4. Meeting of the BOD and other meetings
5. Requisite of valid meeting
6. Notice, agenda, chairman, quorum, proxy,
minutes, postal ballot, e-voting, video
conferencing, board meetings, resolutions,
COMPANY MEETING
The Companies Act, 2013 provides various statutory provisions for conducting
meetings for decision making
MEETINGS
DIRECTORS MEMBERS
BOARD OF 1. Annual General Meeting
DIRECTORS 2. Extra Ordinary General Meetings
3. Class Meetings
4. Small Shareholders Meetings
5. Meeting through Postal Ballot
6. Meeting through E-Votings
ANNUAL GENERAL MEETING (Section 96)
Meeting for safeguarding the interest of the shareholders of the company.
Sec 96 of the Act 2013 states that every company other than One person company
shall in each year hold a general meeting and shall specify in the NOTICE
TIME: Every AGM shall be called during business hours, that is, 9 am to 6 pm on
any day that is not a National Holiday.
Held: Held at its registered office of the company or in some other places where the
registered office of the company is situated.
NOTICE (101): 21 days notice in writing or through electronic mode.
Shorter Notice: Consent is to be given in writing or by electronic mode by not less
than 95% of the members who are entitled to vote at the meeting.
Period of meeting: (VERY IMPORTANT)
1. The first meeting shall be held with 9 months from the date of closing of the
first Financial Year.
2. Subsequent AGM of the company should be held within 6 months from the
date of the closing of the FY
3. Not more than 15 Months shall elapse between one GM and the next
4. Registrar may extend the period of AGM by 3 months on special reason but not
the first AGM.
Business to be transacted in the AGM 102(2)
ORDINARY BUSINESS SPECIAL BUSINESS
SPECIAL BUSINESS
1. Confirmation of the financial
1. Apart from the above businesses the
statements and reports of the 1. Apart from the above businesses the
rest are deemed to be a special
BOD and auditors rest are deemed to be a special
business transacted during the AGM
2. Declaration of dividend business transacted during the AGM
Example: a. Removal of director
3. Appointment of directors in Example: a. Removal of director
b. Issue of right or bonus shares
place of retiring one b. Issue of right or bonus shares
4. Appointment of and fixation
of remuneration of the
auditors
Persons entitled to NOTICE
1. Every shareholder/ member of the company
2. Legal representative of any deceased member
3. The auditor of the company
4. Every director of the company
5. Assignee of an insolvent member
POWER OF THE TRIBUNAL TO CALL ANNUAL GENERAL MEETING
If any default is made in holding the annual general meeting of the company the
Tribunal on application of the member of the company may call an AGM
DEFAULT IN HOLDING AGM SECTION 99
DEFAULT IN HOLDING AGM SECTION 99
1. Every officer of the company who is in default shall be punishable with a
fine which may extend to 1 LAKH
2. In case of continuing default with a further fine which may extend to Rs
5,000 for each day during which the default continues
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