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WHAT IS A MEETING?

The definition of meeting is not provided under the Companies Act, 2013. But in layman language, a meeting is when two or more people come together to discuss one or more topics, often in a formal or business setting. In other words, whenever the Board of the Directors, shareholders or Creditors are required to pass resolution, they come together and convene meeting as per the provisions of the Companies Act, 2013.

TYPES OF MEETING

  1. Director's Meeting
  2. Shareholder's Meeting
  3. Class Meeting

Directors Meeting's also formerly called as Board Meetings. The Board Meeting is a meeting of a company's board of directors, held usually at certain times of the year to discuss company-wide policies or issues. The board of directors determines the overall business strategy of the company.

Different kinds of Meetings and their Quorum

Type of Company

No. of Board Meeting

Time Gap

Quorum

Public and Private Company

First Meeting

Within 30 days of incorporation

1/3rd of total directors or 2 directors, {whichever is higher}

At least 4 meetings in a year

Maximum gap 120 days

OPC, Dormant Company, Small Company, Sec. 8 Company or any  private company (if such private company is a start-up)

At least 2 meetings

At least 90 days gap

1/4th of total strength or 8 members, {whichever is higher}

IFSC Private & Public Company

First Meeting

Within 60 days of its incorporation

1/3rd of total directors or 2 directors, {whichever is higher}

At least 1 meetings in each half of a calendar year

Not Applicable

 

Shareholder's Meeting means a meeting of the Shareholders of the company wherein resolution are placed before the shareholders to discuss about the corporate matters and other matters required by the by laws of the company.

Shareholder's meeting are further bifurcated into two types of meetings

  1. Annual General Meetings (Formerly known as AGM)
  2. Extra Ordinary General meeting (Formerly known as EGM)

Annual General meeting shall be held once in each year. First AGM shall be held within a period of 9 months from the date of closing of the first financial year of the company and in any other case, within a period of 6 months, from the date of closing of the financial year. Time gap between 2 AGM does not exceed 15 months. It shall not be necessary for the company to hold first AGM in the year of its incorporation:

However the extension of 3 months for conducting AGM can also be granted by the Registrar, for any special reasons other than first AGM on the request of the Company.

Extra Ordinary General meetings

EGM further divided into two categories:

  1. Requisition by Board
  2. Requisition by Members
  3. Requisition by Tribunal
 

1. Requisition by Board

In order to discuss some important matters, the Board can suo-moto call an EGM.

2. Requisition by member

In case of company having share capital, 1/10 of such of the paid-up share capital of the company as on that date carries the right of voting; in case of not having a share capital 1/10 of the total voting power of all the members having on the said date a right to vote, have a right to call an EGM.

On the requisition of the members, If the Board does not, within 21 days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than 45 days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves within a period of 3 months from the date of the requisition.

Any reasonable expenses incurred by the requisitionists in calling a meeting shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration payable to such of the Directors who were in default in calling the meeting.

3. Requisition by Tribunal

As per section 97 and 98 of the Companies Act, 2013, If any default is made in holding the AGM or EGM the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member or director of the company or suo-moto , call, or direct the calling of, an AGM or EGM of the company and give such ancillary or consequential directions as the Tribunal thinks expedient:

Class meetings

It means the meeting which is called for the specific class of stakeholders for e.g. Preference Shareholders, Creditors, Debenture Holders etc. whenever company is required that their rights are being altered or if they want to vary their attached rights. At a class meeting only matters that concern that class of shares can be discussed. Any matters affecting more than one class must be discussed at a general meeting or dealt with using the usual written resolution procedure if the company is a private limited company.

Quorum for Public Company

  • 5 members to be present, if total number of members in the company is upto 1000
  • 15 members to be present, if total number of members in the company is exceed 1000 but upto 5000.
  • 30 members to be present if total number of members in the company is more than 5000

Quorum for Private Company

Atleast 2 members personally present.

DISCLAIMER: The above mentioned article has been based on relevant provisions of Companies Act, 2013 and its Rules. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

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