UNIT - III

COMPANY MEETINGS

Meaning

A meeting may be defined as ‘Any gathering, assembly if two or more persons in a

particular place to discuss some lawful business of common concern and to take decisions
in the form of resolutions on the basis of opinion expressed by members present at the
meeting’.

Kinds of company meetings:

1) Shareholders meetings

a) Statutory Meeting: - It is the first general meeting of the shareholders which is

held just after the commencement of the business every public company having share
capital should hold this meeting. It should be used within 6 months of commencement but
not before 1 month.
b) Annual general meeting: - This is the meeting of the shareholders of the
company held once in a year. Every company should hold this meeting to discuss the affairs
of the company, to pass the accounts. It should be held within 18 months from the date of
incorporation, one after every year but the gap between 2 should not be more than 15
months.
c) Extra-ordinary general meeting: - This meeting is held whenever required to
transfer special business of an urgent nature which can’t be postponed to the annual
general meeting.
d) Class meeting: - It refers to the meeting of a particular of class of shareholders
say-preference shareholders, equity shareholders etc.

2) Director’s meeting

a) Meeting of board of directors: - These meeting are often held to frame policies
and review the progress of the company. This meeting is attending by directors of the
company.

b) Meetings of committee: - These meetings may be held as and when necessary

and send their reports to board of directors.

3) Creditors meeting

a) Debenture holders meeting: - Egm requisition – the members of the co have the
right to can the quantity if required. The acquitted must be rated & signed be require no

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce
(1/10). One it is deposited meeting must be held within 45 days but the call should made
within 25 days.

4)Other Meetings

Meeting of Debenture holders: A company issuing debentures may provide for the
holdings of meetings of the debenture holders. At such meetings, generally matters
pertaining to the variation in terms of security or to alteration of their rights are discussed.
All matters connected with the holding, conduct and proceedings of the meetings of the
debenture holders are normally specified in the Debenture Trust Deed. The decision at the
meeting made by the prescribed majority is valid and lawful and binding upon the minority.

Meeting of Creditors: Sometimes, a company, either as a running concern or in the eventof

winding up, has to make certain arrangements with its creditors. Meetings of creditors may
be called for this purpose. Example U/s 393, a company may enter into arrangements with
its creditors. The court, on application, may order the holding of a creditors’ meeting. If the
scheme of arrangement is agreed to by majority in number of holding debts to value of the
three-fourths of the total value of the debts, the court may sanction the scheme. A certified
copy of the court’s order is the filed with the registrar and it is binding on all the creditors
and the company only after it is filed with Registrar.
Similarly, in case of winding up of a company, a meeting of creditors and of contributories
is help to ascertain the total amount due by the company and also to appoint a liquidator to
wind up the affairs of the company.

b) Preside over by (1) Chairman (ii) Deputy chairman (iii) one among the members

The meeting should be prescribed over by the person who is duly elected as the chairman
of the company if the chairman is not present the deputy chairman should preside if the
deputy chairman is not present, one among the members should preside.

Essentials of valid meeting

Proper conduct of meeting: - The meeting must be properly conducted as per the
provisions of the companies act and the articles of the company concerned.

To be convened by proper authority: - It should be convened by proper authority i.e., a

person authorized by the act or the articles convened to convenes a meeting.

Notice to members: - Notice regarding the holding of meeting should be sent to all the
persons entitles to receive the notice as per the provisions of the companies act.

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce
4) Proper constitution of meeting: -

a) Quorum: - Quorum of the members must be present at the commencement of the

meeting according to companies act on the articles.

5) Agenda:- There should be an agenda for the meeting and the items discussed at the
meeting should be according to the items on agenda.

6) Quorum

A quorum is the minimum number of members required to attend a meeting and transact
business validly.

According to the companies act in the case of a private company two members. While in
the case of public company 5 members must be personally present to constitute the
quorum.

Quorum of board meeting:-

In the case of board meeting of the articles are silent, the quorum shall be 1/3 rd of the total
strength of directors (any fraction being rounded of as 1) or atleast 2 directors whichever is
higher.

Disinterested Quorum :- It means the quorum of those directions who are not interested
directly or indirectly in certain matters before the board meeting i.e., the purpose of
finding the quorum.

Total No. of directions present – Directors who are interested

Duties of a secretary at:

1. Statutory meeting (Sec 165)

It is the first official meeting of the shareholders which is held after the
commencement of the business. This meeting is a must for a public company. It must be
held within 6 months not earlier than one month from the date on which the company is
entitled to commence its business.

Secretarial duties related to statutory meeting

• To prepare a draft of statutory report

• To arrange for board meeting, to get approved the report by the board of directors

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce
• To get the report certified by auditors and at least 2 directors.

• To send a notice and printed report to all the members 21 days before the
statutory meeting.

• To file a copy of statutory report to the registrar

• To prepare a detailed agenda for meeting in consultation with chairman.

• To make necessary arrangements for holding the meeting.

• To ascertain the quorum before starting the meeting.

• To produce the list of the members of the meeting

• To take down the notes of proceedings

• To prepare minutes from notes.

• To implement the decisions arrived at the meeting

2.Annual general meeting: -

It is a meeting which is held at the end of the year for the shareholders of the company.

Procedure relating to annual general / secretarial duties relating to annual general meeting.

a) Before the meeting

1) Approval of financial statements

To get the finance statements by the based and further. They have to get audited by
coordinators and his report must be recorded.

2) Preparation of annual reports: - The secretary has to prepare the annual reports in
consultation with chairman.

3) Conduct of board meeting: - To convene a board meeting before the annual general
meeting to consider the matter such as disposal of profits, to determine the rate of dividend,
to fix up the date, time and venue of the meeting etc.

4) Arrangement for printing of important documents such as notice, annual a/c’s, reports of
the directors etc.

5) Notice to members: - The notice of annual general meeting along with the relevant
documents is sent by post to the members.

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce
6) Public notice in newspaper: - The secretary has to make an arrangement to publish a
public notice of the meeting in newspapers.

7) Copies of notice and directors report to stock exchange.

8) Copies of notice and annual a/c’s to registrar of the companies

9) Preparation of agenda

10) Securing of proxy forms.

b) During the meeting:- The secretary has to take steps during the meeting.

1) Collection of admission card:- The secretary has to collect admission card from the
members at the gate and also record their attendance

2) Ascertainment of quorum:- The secretary should ascertain the quorum for general
meeting If no provisions the quorum for public company is 5 members and for private
company 2 members

3) Presentation of directors report to members:- The secretary has to present the directors
report to the members who attend the meeting.

4) Auditors to read out the report:- The secretary has to help the auditors to readout
the report.

5) Discussion of matters:- To help the members to take up the matters for

discussion.
c) After the meeting

1) Preparation of minutes of meeting

2) Implementation of directions and instructions of annual general meeting

3) Filing of annual a/c’s and balance sheet with the registrar of the companies.

3. Extra – ordinary general meeting

It is held for transacting special business which are so urgent and that these can’t be kept
pending till the next annual general meeting.

Secretarial duties related to extra –ordinary general meeting: -

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce
 • To fix up the date time and venue of extra ordinary general meeting in
consultation with chairman, if the meeting is concerned on boards initiative.

• If the meeting is called on members requisition after the securing of requisition to

arrange for members meeting within consultation with chairman to fix up the
date, time and venue of the meeting.

• To get appointed the draft resolutions and arrange for their printing.

• To send the notices to the members about the meeting and advertisement in
newspapers.

• The scrutinizes the proxies and prepares list of proxies.

• He makes seating arrangement for members for their attendance.

• He has to arrange for checking admission cards at the entrance

• He has to ascertain the quorum for the meeting.

• He has to assist the chairman in conducting the meeting

• He should take the notes of the proceedings during the meeting.

• After meeting, he has to draft the minutes of meeting

• To carry out the instructions and decisions of the meeting.

• He should file a copy of special resolution within 30 days of passing a resolution.

•
Class Meeting

Class meetings are meetings which are held by holders of a particular class of shares, e.g.,
preference shareholders

Voting
Voting is a means of determining the sense or opinion of a meeting. i.e., whether the

meeting approves or disapproves of the proposals placed before it.

Voting is a means of determining the sense or opinion of a meeting, i.e., whether the
meeting approves or disapproves of the proposals placed before it. A proposal is also
known as a Voting.
BACHELOR OF BUSINESS ADMINISTRATION UDAY.N
Assistant. Prof of Commerce
Methods of Voting

The sense of meeting is ascertained through the mind of the people. A majority of the
opinion of the minds of the members is determined by means of voting.

There are various methods in which the Chairman of the meeting determines the sense of
the meeting. They include:

1. Acclamation: If the members of the meeting express their approval or disapproval of a

motion through applause, clapping or cheering, it is called ‘Voting by Acclamation’.

2. Voice: Under this method, if the chairman is satisfied with the sufficient discussion was
held on a motion, he puts the motion before the members asking members in favour of
the motion and members against the motion. Therefore, he will be in a position to
ascertain the sense as per the volume of the voice of the members. He finally declares
the result of voting as per the volume of the voice.

3. Show of Hands: It is a usual method of finding the sense of a meeting. In case of

companies and registered bodies, voting through show of hands is normally applied.
The Chairman puts the motion before the members asking members in favour of the
motion and member against the motion to raise their hands. The raise of hands is
counted in favour or against to the motion and the Chairman declares the result of the
voting.
4. Division: Under this method, the chairman asks the members to divide into two groups
consisting those in favour of resolution and against to the resolution. In case the
supporting members are more, the motion is carried and if the number supports are less,
then the motion is lost.
5. Standing Vote: This is another method in which the members are requested to stand
upon their seats in favour of the motion or against the motion. The teller would
count the number of members for and against the motion and chairman declares the
result on the basis of the counts.
6. Ballot: According to this method, normally a piece of paper called ‘Ballot’ is provided to
each member of meeting to vote. The candidate names are printed or written in
alphabetical order on the ballot card. The person who votes has to put a cross mark
against the name.
7. he is going to elect. Finally the votes are counted and the Chairman announces the result
along with the number of votes for and against the motion.
8. Poll: Since voting through hands is a round method of taking the sense of the
meeting and it does pay due regard to the wishes of members ‘Poll’ method is
generally followed. Poll is accurate and effective means of determining the wishes
of all the members of the Meeting.
BACHELOR OF BUSINESS ADMINISTRATION UDAY.N
Assistant. Prof of Commerce
MOTION
Before meeting of a company all the matters are placed in the form of
proposals which are called as ‘Motion’.

AMENDMENT
Amendment means any modification to a motion before it is put to vote for adoption.

PROXY
Any member entitled to attend and vote at a general meeting may appoint another

Kinds of Proxies

There are two types proxies. They are Special Proxy; and General Proxy,
 Special proxy is authorized to vote only on a particular resolution,
 Whereas General Proxy is empowered to vote on all resolutions in a meeting.

MINUTES
Minutes refer to a record of business transacted and decisions arrived at a meeting.

RESOLUTIONS
Resolution is defined as ‘formal decisions of a meeting on any motion before
it’.

Classifications of Resolutions may be Ordinary Resolution, Special Resolution and

Resolutions requiring special notice.

Ordinary Resolution:
An ordinary resolution is one which requires a simple majority, i.e., more than
50% of the votes cast in person or by proxy in favour of the resolution.

BACHELOR OF BUSINESS ADMINISTRATION UDAY.N

Assistant. Prof of Commerce