A meeting generally refers to a gathering or assembly of individuals for transacting lawful business, for entertainment, or other purposes. To constitute a valid meeting, there must be at least two individuals present. However, in exceptional circumstances, a meeting conducted by a single person may also be considered valid. In the context of corporate governance, meetings are integral to the functioning of a company and serve as the platform through which decisions are made, reports are presented, and actions are taken in accordance with law. Company meetings must adhere strictly to the applicable provisions of the Companies Act, 2013, and the rules framed thereunder. These meetings are not casual gatherings but are structured, procedural events governed by statutory requirements, internal regulations, and legal standards. The structure and operation of such meetings help ensure transparency, accountability, and lawful operation of corporate affairs.
Types of Company Meetings
Company meetings are classified based on the groups participating in the meeting and the nature of the business transacted. The major categories include shareholders’ meetings, board meetings, committee meetings, and meetings involving other stakeholders such as creditors, debenture holders, and contributories. Each category of meeting serves a distinct purpose within the company’s framework.
Shareholders’ Meetings
Shareholders’ meetings involve the members or shareholders of the company and can be further divided into several types. The statutory meeting is held once in the lifetime of a public company, shortly after its incorporation, primarily to inform the shareholders about the formation status and other preliminary matters. The annual general meeting, commonly known as AGM, is a mandatory yearly gathering where shareholders discuss the company’s financial statements, appoint or reappoint directors, declare dividends, and take other annual decisions. The extraordinary general meeting, or EGM, is convened for urgent matters that cannot be postponed until the next AGM. EGMs may be called by the board, shareholders, or tribunal. Class meetings are held for shareholders holding a particular class of shares, such as preference shareholders, especially when their rights are affected.
Board Meetings
Board meetings are gatherings of the company’s board of directors to deliberate on management and operational issues. The board is empowered to make executive decisions concerning business strategy, financial performance, investments, and regulatory compliance. These meetings must be held periodically, with the first board meeting required to be conducted within thirty days of incorporation and subsequent meetings as per the statutory minimum of four each year, with no more than 120 days between two meetings. The decisions taken at board meetings are documented in the form of resolutions and recorded in minutes to ensure compliance and legal enforceability.
Committee Meetings
The board often delegates specific responsibilities to committees formed for focused oversight and decision-making, such as the audit committee, the nomination and remuneration committee, the corporate social responsibility committee, and others as mandated under the Companies Act or Articles of Association. These committee meetings function under the authority of the board and are accountable to it. They examine specific areas in detail and submit their findings and recommendations to the board for further action or approval.
Meetings of Debenture Holders
Meetings of debenture holders are convened primarily when decisions affecting the interests of debenture holders must be made. These may include changes to the terms of debentures, decisions on payment defaults, or consideration of schemes under restructuring processes. The rules for such meetings are typically set out in the trust deed executed between the company and the debenture trustee.
Meetings of Creditors
Meetings of creditors are conducted in situations where their interests are directly affected, such as during the reorganization of debt, compromise or arrangement proposals under relevant provisions of the Companies Act, or in insolvency and winding-up processes. Creditors must be provided adequate information and an opportunity to deliberate and vote on the proposals. Such meetings may be convened under the direction of the tribunal.
Meetings of Contributories
Meetings of contributories are specific to the winding-up process. Contributories refer to present and past members of the company who may be liable to contribute to the company’s assets in the event of its winding-up. The objective of these meetings is to decide on matters related to the winding-up process, such as the appointment of a liquidator, review of reports, and directions for the distribution of assets.
Requisites of a Valid Meeting
For any meeting to be valid, it must be properly convened, legally constituted, and conducted under the applicable laws and internal company regulations. Convening a meeting involves fulfilling the statutory requirements related to who may call the meeting, when and how notice is to be served, and what information must be shared with participants. A legally constituted meeting must have the requisite quorum, an appropriate person in the chair, and adherence to the procedural norms of the Articles of Association. Conducting a meeting includes following the agenda, maintaining decorum, and recording the proceedings accurately.
Proper Authority to Convene a Meeting
The authority to convene a meeting depends on the type of meeting in question. In the case of general meetings, the Board of Directors usually holds this authority under the Articles of Association and common law principles. Even if not expressly stated in the Articles, the Board has the inherent power to call general meetings. A company secretary cannot issue notice for such meetings without the board’s sanction. Shareholders also hold the power to requisition meetings in specified situations, particularly EGMs. If the board fails to act on such a requisition, the shareholders may proceed to call the meeting themselves. The tribunal, under sections 97 and 98 of the Companies Act, 2013, has the authority to direct the convening of an AGM or EGM where default or impracticability is found. The tribunal’s power ensures that corporate governance is not obstructed by the inaction or failure of the board.
Proper and Adequate Notice
Issuing proper notice of a meeting is a fundamental requirement for its validity. The notice serves to inform the intended participants about the time, date, venue, and agenda of the meeting, allowing them to prepare and participate meaningfully. The general rules require that notice must be clear, comprehensive, and served by the law and Articles of Association. The notice may be delivered by hand, by post (ordinary, speed, or registered), by courier, by facsimile, by email, or through other electronic means as prescribed. Electronic communication must be directed to the registered email addresses provided by members or depositories.
Service of Notice and Deemed Delivery
Under section 20 of the Companies Act and Rule 35 of the Companies (Incorporation) Rules, 2014, notice served by post is deemed to be effective 48 hours after posting, provided the address is accurate. However, this is a rebuttable presumption. If the address is incorrect or the notice was never delivered, the person claiming non-receipt must provide satisfactory evidence. Service is generally made to the address registered with the company, and any discrepancy in the registered post dispatch is not considered material. Notice must be addressed to each member individually, including joint holders, where it is deemed sufficient if served on the first-named holder.
Duration and Timing of Notice
Section 101 of the Companies Act stipulates that notice for a general meeting must be given at least 21 clear days in advance. The term clear days excludes the day the notice is sent and the day of the meeting. When sending notice by post, an additional 48 hours must be added for transmission time, effectively requiring dispatch at least 25 days in advance. Shorter notice is permissible only if consent is obtained from at least 95 percent of the members entitled to vote in the meeting. In case of an AGM, the meeting must be held during business hours on a day that is not a national holiday and at a location within the same city or town as the registered office, unless consent is given for an alternate location.
Notice and Agenda
The notice must mention the venue, time, and date of the meeting along with an agenda detailing the business to be transacted. Where special business is involved, an explanatory statement must accompany the notice, explaining the purpose, interest of directors or key personnel, and any other relevant information that helps members make informed decisions. This is a mandatory requirement under section 102 of the Act and aims to uphold transparency and member rights. No other business outside the agenda can be transacted unless specifically allowed under the law.
Notice to Whom
Notice must be served to every member of the company, the legal representative of a deceased member, the assignee of an insolvent member, all directors, and the auditors. Secretarial auditors and debenture trustees may also need to be notified under SS-2. In case of the death of a joint holder or a sole holder, notice must be sent to the nominee or the legal representative. Accidental omission or non-receipt of notice by a member does not invalidate the meeting proceedings.
Documents to Accompany the Notice
The Companies Act and SS-2 require that notices of meetings be accompanied by relevant documents. For AGMs, this includes audited financial statements, the directors’ report, the auditor’s report, a proxy form, and attendance slips. For EGMs, explanatory statements and proxy forms must be attached. If any business item refers to a document to be discussed at the meeting, the time and place for inspection of the document must also be disclosed in the notice.
Member’s Right to Appoint Proxy
Every notice must state that a member has the right to appoint a proxy to attend and vote on their behalf, and the proxy need not be a member of the company. Even if a member casts their vote through remote e-voting, they can still appoint a proxy to attend the meeting, although the proxy may not vote again.
Types of Company Meetings – Shareholders’ or Members’ Meetings
Meetings of shareholders are convened to discuss and decide on the most significant matters affecting the company. These meetings ensure transparency and accountability by giving shareholders a forum to express their opinions and vote on key resolutions. Broadly, shareholders’ meetings can be divided into the following types:
Statutory Meeting
A statutory meeting is the first meeting of the shareholders of a public company limited by shares or limited by guarantee and having a share capital. It is held only once in the lifetime of such companies.
As per the Companies Act, the statutory meeting must be held within not less than one month and not more than six months from the date on which the company is entitled to commence business. The Board of Directors is responsible for preparing a statutory report and sending it to every shareholder at least 21 days before the meeting. The statutory report must contain various particulars such as the number of shares allotted, cash received, details of contracts, and particulars of directors and auditors.
The statutory meeting provides shareholders with the opportunity to receive information about the formation and initial performance of the company and to discuss any matters relating to the promotion and formation of the company.
Annual General Meeting (AGM)
An annual general meeting is a mandatory yearly meeting of a company’s shareholders. Every company, except a One Person Company (OPC), must hold an AGM. It is a statutory requirement aimed at maintaining transparency in the company’s operations.
According to the Companies Act, the first AGM must be held within nine months of the end of the first financial year. If this requirement is met, the company is not required to hold another AGM in that year. Subsequently, the company must hold its AGM within six months of the end of each financial year, and not more than fifteen months should elapse between two AGMs.
The agenda typically includes the approval of financial statements, declaration of dividends, appointment or reappointment of directors, and appointment or reappointment of auditors and fixing their remuneration. Failure to hold an AGM can result in penalties for the company and its officers.
Extraordinary General Meeting (EGM)
An extraordinary general meeting is any meeting of the members of a company other than an AGM or statutory meeting. It is convened to deal with urgent matters that cannot be postponed until the next AGM. These matters may include changes in the share capital, alteration of the memorandum or articles of association, or removal of directors or auditors.
The Board of Directors may call an EGM whenever it deems fit. However, members holding at least one-tenth of the paid-up share capital carrying voting rights, or in the case of companies without share capital, one-tenth of the voting rights, can also requisition an EGM. If the Board fails to call the meeting within 21 days of receiving a valid requisition, the requisitionists themselves may convene the meeting.
Notice of at least 21 clear days must be given to every member, director, and auditor of the company. The notice must state the date, time, place, and the business to be transacted at the meeting.
Class Meetings
Class meetings are held by the shareholders of a particular class of shares, for example, preference shareholders or debenture holders. Such meetings are convened when it is necessary to alter the rights attached to their class of shares. These meetings are usually held by the provisions of the Companies Act and the articles of association.
A special resolution is generally required to effect changes in the rights of a class of shareholders, and the approval of the concerned class is necessary. Notice of the meeting must be given to all the members of that class, and the quorum and voting rights are specified either in the Companies Act or in the articles.
Class meetings ensure that the interests of minority shareholders or special class investors are not adversely affected by decisions made by the majority.
Meetings of Creditors
Though not shareholders, creditors play a vital role in the affairs of a company, especially in situations like winding up, compromise or arrangement, and during corporate restructuring. Meetings of creditors may be ordered by the Tribunal or convened by the company in such cases.
Such meetings require giving proper notice to all creditors along with an explanatory statement detailing the purpose of the meeting. The approval of creditors is generally sought through a resolution passed by a majority representing three-fourths in value of the creditors present and voting.
These meetings allow creditors to express their concerns and safeguard their interests during restructuring or insolvency proceedings.
Board Meetings
Board meetings are the most crucial form of internal corporate meetings, involving the directors who are responsible for the management and governance of the company.
Frequency of Board Meetings
As per the Companies Act, every company must hold its first board meeting within 30 days of incorporation. Thereafter, a minimum of four board meetings must be held in every calendar year, and the gap between two meetings should not exceed 120 days. For small companies, dormant companies, and OPCs, a minimum of two meetings in a year with a gap of not less than 90 days between them is sufficient.
Notice and Agenda
A notice in writing must be sent to every director at least seven days before the meeting, detailing the date, time, and venue of the meeting. The notice must also include the agenda of the meeting. The agenda lists the subjects or resolutions to be discussed and passed during the meeting.
Quorum
The quorum for a board meeting is one-third of the total strength of directors or two directors, whichever is higher. Interested directors are excluded from the quorum.
Board meetings provide a platform for directors to deliberate on strategic and operational matters, approve policies, sanction budgets, make investments, and oversee compliance and governance standards.
Committee Meetings
Board committees are formed to ensure focused attention on specific areas of operations and governance. These committees meet periodically to discharge responsibilities delegated to them by the Board.
Some common types of committee meetings include:
Audit Committee Meeting
The Audit Committee oversees the financial reporting process, internal controls, audit mechanisms, and risk management practices. It meets at least four times a year, and the gap between two meetings should not exceed 120 days. The presence of independent directors is mandatory for the quorum.
Nomination and Remuneration Committee Meeting
This committee deals with matters relating to the appointment, evaluation, and remuneration of directors and senior management. It ensures that appointments are based on merit and that remuneration policies align with performance and governance goals.
Stakeholders Relationship Committee Meeting
This committee addresses the grievances of shareholders, debenture holders, and other stakeholders. It ensures that stakeholder interests are protected and compliance with listing obligations is maintained.
Corporate Social Responsibility (CSR) Committee Meeting
Companies falling within the CSR provisions must form a CSR committee that meets to formulate, recommend, and monitor the implementation of CSR activities and policy.
These committees are crucial for specialized governance and allow in-depth focus on areas that demand continuous monitoring and strategic input.
Legal Requirements for Holding Meetings
The Companies Act and relevant rules provide specific legal formalities that must be fulfilled for holding valid meetings. These include notice, quorum, agenda, resolutions, and documentation.
Notice of Meetings
Every meeting must be convened by giving proper notice to all eligible persons.
Timeframe for Notice
In the case of a general meeting, the company must provide at least 21 clear days’ notice, excluding the day of sending and the date of the meeting.
Mode of Delivery
The notice may be sent:
- By hand delivery
- By post
- Through electronic means (e-mail, etc.)
Contents of the Notice
The notice must
- Date, time, and venue of the meeting
- Agenda or business to be transacted
- Statement of material facts (for special business)
Failure to provide proper notice can render the meeting invalid.
Quorum
Quorum refers to the minimum number of members required to be present to make the meeting valid.
Quorum for General Meetings
As per the Companies Act, for private companies:
- Two members personally present shall constitute a quorum.
For public companies: - If members ≤ 1000: Five members personally present
- If members > 1000 but ≤ 5000: Fifteen members
- If members > 5000: Thirty members
Quorum for Board Meetings
The quorum is either one-third of the total strength of directors or two directors, whichever is higher.
If the quorum is not present, the meeting is either adjourned or rescheduled as per the law.
Agenda of Meetings
The agenda is the list of items to be discussed or resolved in the meeting.
Preparation of Agenda
The agenda is usually prepared by the company secretary in consultation with the chairman or managing director. It must be circulated in advance along with the notice.
Importance
The agenda ensures that the meeting proceeds in an orderly fashion and focuses on predetermined items of business.
Resolutions
The decisions taken in a meeting are recorded as resolutions. They are binding and form part of the official record.
Types of Resolutions
- Ordinary Resolution: Passed by a simple majority
- Special Resolution: Requires at least 75% majority of votes.
- Board Resolution: Passed by the board of directors in their meetings
Filing with Registrar
Certain resolutions (especially special resolutions) must be filed with the Registrar of Companies in prescribed forms.
Minutes of the Meeting
Minutes are the official record of the proceedings of a meeting.
Maintenance of Minutes
Companies must maintain separate minute books for general meetings and board meetings. Entries must be made within 30 days of the conclusion of the meeting.
Contents of Minutes
- Names of persons present
- Resolutions passed
- Summary of discussions
- Voting details
Minutes serve as legal evidence of the decisions made and must be preserved permanently.
Chairman of the Meeting
The chairman presides over and conducts the meeting.
Appointment
In general meetings, the chairman may be appointed as per the articles of association or by members present. In board meetings, the board itself appoints the chairman.
Powers and Duties
- Maintaining order and decorum
- Allowing discussions
- Putting resolutions to a vote
- Declaring results
- Signing the minutes
Voting at Meetings
Voting is the process of making decisions in a meeting.
Methods of Voting
- Show of hands (generally for ordinary resolutions)
- Poll (demanded by members with requisite shareholding)
- Postal ballot (for listed and certain public companies)
- Electronic voting (mandatory for listed companies and prescribed public companies)
Proxy Voting
A member can appoint another person to attend and vote on their behalf. Proxy forms must be submitted within the prescribed time.
Adjournment of Meetings
If a meeting cannot be completed or a quorum is not present, it may be adjourned.
Reasons for Adjournment
- Lack of quorum
- Disruptions
- Need for more time to decide
The adjourned meeting is a continuation of the original meeting, and no fresh notice is generally required unless the articles or law provide otherwise.
Filing Requirements and Statutory Registers
After holding meetings, companies are required to file certain returns and maintain statutory records.
Common Filings
- MGT-7A or MGT-7 (Annual return)
- MGT-14 (For special resolutions)
- DIR-12 (For appointment/resignation of directors)
Statutory Registers
- Register of members
- Register of directors
- Register of resolutions
Maintaining these records ensures compliance with corporate governance norms.
Legal Provisions Relating to Board Meetings under the Companies Act, 2013
Section 173 of the Companies Act, 2013, deals with the provisions relating to Board Meetings. It mandates that every company, except a One Person Company (OPC), must hold its first Board meeting within 30 days of incorporation. Thereafter, a minimum of four Board meetings must be held every year, with not more than 120 days’ gap between two consecutive meetings. The participation of directors may be either in person or through video conferencing or other audio-visual means as may be prescribed. Notice of the meeting must be given to every director at least seven days before the meeting in writing.
Quorum for Board Meetings
Section 174 of the Companies Act, 2013 prescribes the quorum for a Board meeting. The quorum is one-third of the total strength or two directors, whichever is higher. Any fraction is rounded off to the next higher number. If the number of interested directors is equal to or exceeds two-thirds of the total strength, the number of non-interested directors present at the meeting, being not less than two, shall be the quorum during such times.
Passing of Resolutions at Board Meetings
Decisions at Board meetings are taken by passing resolutions. These resolutions can be ordinary or special, depending on the nature of the business. An ordinary resolution is passed by a simple majority, while a special resolution requires a three-fourths majority. The resolutions passed are recorded in the minutes of the meeting, which are to be maintained by the company and signed by the Chairman.
Minutes of Meetings
Section 118 of the Companies Act, 2013 mandates that every company must prepare, sign, and keep minutes of the proceedings of every general meeting and every resolution passed by postal ballot. Minutes of the meetings of the Board of Directors and its committees must also be maintained. The minutes must be signed by the Chairman of the meeting or the Chairman of the next meeting. They should be entered in the minutes book within 30 days of the conclusion of the meeting. Minutes serve as a written record of the meeting and are admissible as evidence in legal proceedings.
Types of Resolutions
Under company law, the following types of resolutions can be passed in meetings: (a) Ordinary Resolution, (b) Special Resolution, and (c) Resolution requiring special notice. An ordinary resolution is one passed by a simple majority of members present and voting. A special resolution requires at least three times the number of votes cast in favour of the resolution as are cast against it. Resolutions requiring special notice must be preceded by a notice given to the company by a member holding at least 1% of the total voting power or shares on which an aggregate sum of not less than one lakh rupees has been paid up.
Filing Resolutions with the Registrar
Certain resolutions passed in company meetings are required to be filed with the Registrar of Companies in prescribed forms such as MGT-7 and MGT-14. These include special resolutions, resolutions passed under Section 179(3), and those concerning matters such as change of name, alteration of share capital, or winding up. The time limit for filing is generally 30 days from the date of passing the resolution. Late filing attracts additional fees and penalties.
Role of the Company Secretary in Meetings
The company secretary plays a crucial role in organizing and conducting meetings. Duties include issuing notices, preparing the agenda, drafting minutes, ensuring quorum, and advising on legal compliance. The secretary also helps in the filing of necessary resolutions with the Registrar and serves as the link between the Board and stakeholders. The company secretary ensures that meetings are conducted by the law and best governance practices.
Penalty for Non-Compliance
Non-compliance with provisions relating to meetings can lead to penalties. For example, failure to hold annual general meetings attracts a penalty of one lakh rupees, with a further fine of five thousand rupees for each day the default continues. Similarly, failure to file resolutions or maintain minutes can lead to monetary fines and imprisonment in certain cases. Directors and officers responsible for the default may be penalized individually. The Companies Act emphasizes compliance with procedural requirements to ensure transparency and accountability.
Secretarial Standards
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), which have been made mandatory under Section 118(10) of the Companies Act, 2013. These standards prescribe a uniform set of practices to be followed during meetings. SS-1 covers topics such as convening of meetings, frequency, quorum, agenda, and minutes. SS-2 deals with notices, proxies, quorum, voting, and conduct of general meetings. Compliance with these standards is necessary for ensuring uniformity and good governance in companies.
Electronic Mode of Meeting Participation
The Companies Act allows directors and members to participate in meetings through electronic means such as video conferencing. Companies must ensure that the facility allows for clear communication and participation in the meeting. The proceedings of such meetings must be recorded and preserved. This mode is especially useful for companies with geographically dispersed directors or shareholders. The rules under the Companies (Meetings of Board and its Powers) Rules, 2014,, specify the procedures and safeguards for electronic meetings. It also allows for the recording of attendance and votes cast electronically.
Restrictions on Certain Types of Business via Video Conferencing
While video conferencing is generally allowed, certain critical items of business cannot be dealt with in Board meetings held solely through electronic means. These include approval of financial statements, Board’s report, prospectus, matters relating to amalgamation or merger, and audit committee meetings for consideration of financial statements. For these items, at least some directors must be physically present, or the meeting must be a hybrid meeting allowing both physical and electronic attendance. This restriction ensures deliberation of sensitive matters with greater accountability and oversight.
Statutory Registers and Records
Companies are required to maintain various statutory registers and records about meetings. These include the register of members, register of directors and key managerial personnel, and attendance register for Board and general meetings. These registers must be kept at the registered office and be open to inspection. Companies must also maintain proof of dispatch of notices, agenda papers, and acknowledgment of receipt by directors and members. Proper record-keeping is essential to ensure transparency and to defend against any legal challenges regarding the conduct of meetings.
Importance of Proper Documentation
Accurate documentation of meeting proceedings is essential for legal and operational reasons. It creates an official record of decisions taken, discussions held, and approvals granted. It also helps in accountability and implementation of decisions. Minutes serve as evidence of compliance with statutory requirements and can protect the company in case of disputes or regulatory scrutiny. Well-maintained records enhance investor confidence and demonstrate good governance practices. They also serve as a reference for future decisions and help in tracking performance and policy adherence.
Conclusion
Company meetings are an integral part of corporate governance. They provide a formal platform for decision-making, accountability, and shareholder participation. The Companies Act, 2013, lays down detailed provisions for various types of meetings, their conduct, and related compliance. Board meetings, general meetings, and class meetings serve different purposes and must be conducted according to statutory requirements. Proper planning, notice, quorum, documentation, and legal compliance are essential for the validity of meetings. The role of the company secretary and adherence to Secretarial Standards are critical in ensuring that meetings are conducted efficiently and lawfully. With increasing emphasis on transparency and corporate responsibility, companies must pay close attention to the procedural aspects of meetings to avoid penalties and ensure smooth operations.