A meeting could be generally defined as a gathering or assembly or getting together of variety of persons for transacting any lawful business. There must be atleast two persons to constitute a meeting. When a company defaults in holding an annual general meeting as required, the Tribunal has the power to call such meeting upon receipt of an application from any member of the company. The Tribunal may even direct to hold a one-member meeting. Such meetings shall be deemed as an annual general meeting as per provisions of this Act.
Upon such default, the company and every officer in default would be liable for punishment as prescribed. Business to be transacted at an annual general meeting (section 102): The business transacted at the annual general meeting is called the ordinary business (this is the reason a general meeting is additionally mentioned as a standard meeting). Items of ordinary business constitutes consideration of financial statements, Board reports and auditor’s report, declaring dividends, appointment of directors and appointment and salary fixation of the auditors of the company.
EXTRA-ORDINARY GENERAL MEETING (Section 100): All other general meetings convened and held in a company besides the annual general meeting are regarded as extraordinary general meetings. All the business transacted at an extra-ordinary general meeting is called special business (all other businesses except ordinary business). The following diagram illustrates, who all can call an extra-ordinary general meeting:
The Tribunal may also, under certain circumstances order to hold and convene a meeting (other than an annual general meeting). Here the Tribunal may on its own motion or upon the application made by any director or members having voting rights may call such a meeting. The Tribunal may give necessary directions for conduct of the meeting including the permission for holding one -member meeting in person or through proxy (section 98).
Notice of the meeting (Section101)
Sections 101 -107 of the Companies Act 2013, as regards the meetings and voting, shall apply to private companies, unless otherwise is provided by the articles of the company vide Notification No. GSR 464(E) dated 5.6.2015.
Rule 18 of the Companies (Management and Administration) Rules, 2014 prescribes for the manner of sending the notice through the electronic mode.
For calling a general meeting a notice is required to be given to every member of the company or to his legal representative (in case of a deceased member), every director and auditor of the company. Such notice must be given to the aforesaid parties at least 21 clear days before the meeting. The notice are often sent either in writing or through electronic means. The requirement of 21 days’ notice can be done away with, if at least 95 percent of the members voting at the meeting agree to a shorter notice for such meeting.
The notice of a meeting must provide for the date, time and venue of the meeting along with the statement of the business to be dealt at the meeting. It is necessary to send such notice of the meeting as prescribed, however inadvertent failure to send notices or in case any member or other persons do not receive the notice shall not intrinsically affect the validity of the meeting.
Adjournment of a meeting :
Where the requisite number of members are not present within half an hour of the allotted time of the meeting, such meeting is adjourned to be held on the same day next week at same time and venue or as scheduled by the Board. The only exception to the rule is, when the meeting is called by the requisitionists, in such a case the meeting is not adjourned for the want of quorum and is cancelled. In other cases, members present within half an hour of the adjourned meeting shall constitute the quorum.
Chairman of a meeting (section 104):
A chairman is elected by the members personally present at a meeting by the show of hands. Such chairman is required for orderly conduct of the meeting. In case a poll is demanded for electing a Chairman, the provisions of the Act shall apply and the earlier chairman shall continue unless a new one is appointed.
Quorum (Section 103)
For holding a valid meeting, a minimum requisite number of members must attend the meeting to transact the business, which constitutes quorum of the meeting. Following charts, provides at a glance, the quorum required to be present at general meetings:
Proxies (section 105)
Members entitled to attend and vote at the meeting, may participate in the decision making process by voting in the meeting, either personally or through a duly appointed proxy3. However, such a proxy does not possess the right to speak at such meeting on behalf of the member, nor is he entitled to vote except in case of a voting by poll. Section 105 of the Act, further deliberates Quorum of a general meeting.
Public Company – five members personally present ( when membership of the company as on the date of meeting is upto one thousand), fifteen members personally present (when the membership of the Co. as on the date of meeting is quite one thousand but up to 5 thousand), thirty members personally present (when the membership of the Co. as on the date of the meeting is quite five thousand).
Private Company – two members personally present upon the provisions for appointing a proxy. A member can revoke his proxy by a notice in writing. A member can appoint more than one proxies for the same meeting, in case he possesses different shares of that company. But in case, the said member appoints more than one proxies for the same bunch of shares, then all the proxies shall be jointly and severally liable.
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