MEETINGS.docx

**ANNUAL GENERAL MEETING ( SEC 96)** EVERY COMPANY OTHER THAN ONE PERSON COMPANY SHALL IN EACH YEAR HOLD IN ADDITION TO ANY OTHER MEETING, A GENERAL MEETING AS ITS ANNUAL GENERAL MEETIMG AND SHALL SPECIFY THE MEETING AS SUCH IN THE NOTICES CALLING IT, AND NOT MORE THAN 15 MONTHS SHALL ELAPSE BETWEE...

**ANNUAL GENERAL MEETING ( SEC 96)** EVERY COMPANY OTHER THAN ONE PERSON COMPANY SHALL IN EACH YEAR HOLD IN ADDITION TO ANY OTHER MEETING, A GENERAL MEETING AS ITS ANNUAL GENERAL MEETIMG AND SHALL SPECIFY THE MEETING AS SUCH IN THE NOTICES CALLING IT, AND NOT MORE THAN 15 MONTHS SHALL ELAPSE BETWEEN THE DATE OF ONE ANNUAL GENERAL MEETING OF A COMPANY AND THAT OF THE NEXT. PROVIDED THAT INCASE OF THE FIRST ANNUAL GENERAL MEETING, IT 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 6 MONTHS FROM THE DATE OF CLOSING OF THE FINANCIAL YEAR. PROVIDED FURTHER, THAT IF A COMPANY HOLDS ITS FIRST ANNUAL GENERAL MEETING AS AFORESAID, IT SHALL NOT BE NECESSARY FOR THE COMPANY TO HOLD ANY ANNUAL GENERAL MEETING IN THE YEAR OF ITS INCORPORATION. PROVIDED ALSO THAT THE REGISTRAR MAY, FOR ANY SPECIAL REASON, EXTEND THE TIME WITHIN WHICH ANY ANNUAL GENERAL MEETING, OTHER THAN THE FIRST ANNUAL GENERAL MEETING SHALL BE HELD, BY A PERIOD NOT EXCEEDING 3 MONTHS. EVERY ANNUAL GENERAL MEETING SHALL BE CALLED DURING BUSINESS HOURS, THAT IS BETWEEN 9 AM AND 6 PM, ON ANY DAY THAT IS NOT A NATIONAL HOLIDAY AND SHALL BE HELD EITHER AT THE REGISTERED OFFICE OF THE COMPANY OR AT SOME OTHER PLACE WITHIN THE CITY , TOWN OR VILLAGE IN WHICH THE REGISTERED OFFICE OF THE COMPANY IS SITUATED. **EXTRAORDINARY GENERAL MEETING (SEC 100)** THE BOARD MAY , WHENEVER IT DEEMS FIT, CAN CALL AN EXTRA ORDINARY GENERAL MEETING OF THE COMPANY. THE BOARD SHALL ON THE REQUISITION MADE BY: 1. INCASE OF A COMPANY HAVING SHARE CAPITAL, SUCH NUMBER WHO HOLD , ON THE DATE OF THE RECIEPT OF THE REQUISITION, NOT LESS THAN ONE-TENTH OF SUCH OF THE PAID UP SHARE CAPITAL OF THE COMPANY AS ON THAT DATE CARRIES THE RIGHT OF VOTING 2. IN THE CASE OF A COMPANY NOT HAVING SHARE CAPITAL, SUCH NUMBER OF MEMBERS WHO HAVE, ON THE DATE OF RECIEPT OF THE REQUISITION, NOT LESS THAN ONE-TENTH OF THE TOTAL VOTING POWER OF ALL THE MEMBERS HAVING ON THE SAID DATE A RIGHT TO VOTE CALL AN EXTRA ORDINARY GENERAL MEETING OF THE COMPANY WITHIN THE PERIOD SPECIFIED. THE REQUISITION MADE SHALL SET OUT THE MATTERS FOR THE CONSIDERATION OF WHICH THE MEETING IS TO BE CALLED AND SHALL BE SIGNED BY THE REQUISITIONISTS AND SENT TO THE REGISTERED OFFICE OF THE COMPANY. 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 REQUISITIONISTS THEMSELVES WITHIN A PERIOD OF THREE MONTHS FROM THE DATE OF THE RECEIPT OF THE REQUISITION. A MEETING BY THE REQUISITIONISTS SHALL BE CALLED AND HELD IN THE SAME MANNER IN WHICH THE MEETING IS CALLED AND HELD BY THE BOARD. ANY REASONABLE EXPENSES INCURRED BY THE REQUISITIONISTS IN CALLING A MEETING SHALL BE RE-IMBURSED 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. **MEETINGS OF BOARD ( SEC 173)** EVERY COMPANY SHALL HOLD THE FIRST MEETING OF THE BOARD OF DIRECTORS WITHIN 30 DAYS OF THE DATE OF INCORPORATION AND THEREAFTER HOLD A MINIMUM NUMBER OF FOUR MEETINGS OF ITS BOARD OF DIRECTORS EVERY YEAR IN SUCH A MANNER THAT NOT MORE THAN 120 DAYS SHALL INTERVENE BETWEEN TWO CONSECUTIVE MEETINGS OF THE BOARD. PROVIDED THAT THE CENTRAL GOVT MAY, BY NOTIFICATION, DIRECT THAT THE PROVISIONS OF THIS SECTION SHALL NOT APPLY IN RELATION TO ANY CLASS OR DESCRIPTION OF COMPANIES OR SHALL APPLY SUBJECT TO EXCEPTIONS, MODIFICATIONS OR CONDITIONS AS MAY BE SPECIFIED IN THE NOTIFICATION. THE PARTICIPATION OF DIRECTORS IN A MEETING OF THE BOARD MAY BE EITHER IN PERSON OR THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS , AS MAY BE PRECRIBED, WHICH ARE CAPABLE OF RECORDING AND RECOGNISING THE PARTICIPATION OF THE DIRECTORS AND OF RECORDING AND STORING THE PROCEEDINGS OF SUCH MEETINGS ALONG WITH THE DATE AND TIME. A MEETING OF THE BOARD SHALLBE CALLED BY GIVING NOT LESS THAN 7 DAYS NOTICE IN WRITING TO EVERY DIRECTOR AT HIS ADDRESS REGISTERED WITH THE COMPANY AND SUCH NOTICE SHALL BE SENT BY HAND DELIVERY OR BY POST OR BY ELECTRONIC MEANS. PROVIDED THAT A MEETING OF THE BOARD MAYBE CALLED AT A SHORTER NOTICE TO TRANSACT URGENT BUSINESS SUBJECT TO THE CONDITIONS THAT ATLEAST ONE INDEPENDENT DIRECTOR IF ANY SHALL BE PRESENT AT THE MEETING. PROVIDED FURTHER THAT INCASE OF ABSENCE OF INDEPENDENT DIRECTOR FROM SUCH A MEETING OF THE BOARD, DECISIONS TAKEN AT SUCH A MEETING SHALL BE CIRCULATED TO ALL THE DIRECTORS AND SHALL BE FINAL ONLY ON RATIFICATION THEREOF BY ATLEAST ONE INDEPENDENT DIRECTOR, IF ANY. EVERY OFFICER OF THE COMPANY WHOSE DUTY IS TO GIVE NOTICE UNDER THIS SECTION AND WHO FAILS TO DO SO SHALL BE LIABLE TO A PENALTY OF 25000 RS. ONE PERSON COMPANY, SMALL COMPANY AND DORMANT COMPANY SHALL BE DEEMED TO HAVE COMPLIED WITH THE PROVISIONS OF THIS SECTION IF ATLEAST ONE MEETIMG OF THE BOARD OF DIRECTORS HAS BEEN CONDUCTED IN EACH HALF OF A CALENDER YEAR AND THE GAP BETWEEN TWO MEETINGS IS NOT LESS 90 DAYS. **QUORUM FOR THE MEETINGS OF BOARD ( SEC 174)** THE QUORUM FOR A MEETING OF THE BOARD OF DIRECTORS OF A COMPANY SHALL BE 1/3 OF ITS TOTAL STRENGHT OR TWO DIRECTORS, WHICHEVER IS HIGHER, AND THE PARTICIPATION OF THE DIRECTORS BY VIDEO CONFERENCING OR BY OTHER AUDIO VISUAL MEANS SHALL ALSO BE COUNTED FOR THE PURPOSE OF QUORUM UNDER THIS SECTION. THE CONTINUING DIRECTORS MAY ACT NOT WITHSTANDING ANY VACANCY IN THE BOARD, BUT IF AND SO LONG AS THEIR NUMBER IS REDUCED BELOW THE QUORUM FIXED BY THE ACT FOR A MEETING OF THE BOARD, THE CONTINUING DIRECTORS OR DIRECTOR MAY ACT FOR THE PURPOSE OF INCREASING THE NUMBER OF DIRECTORS TO THAT FIXED FOR THE QUORUM, OR OF SUMMONING A GENERAL MEETING OF THE COMPANY AND FOR NO OTHER PURPOSE. WHERE AT ANY TIME THE NUMBER OF INTERESTED DIRECTORS EXCEEDS OR IS EQUAL TO 2/3 OF THE TOTAL STRENGHT OF THE BOARD OF DIRECTORS, THE NUMBER OF DIRECTORS WHO ARE NOT INTERESTED DIRECTORS AND PRESENT FOR THE MEETING, BEING NOT LESS THAN TWO, SHALL BE THE QUORUM DURING SUCH TIME. NOTE: QUORUM IS THE MINIMUM NUMBER OF MEMBERS THAT NEED TO BE PRESENT AT THE MEETING FOR IT TO BE CALLED A VALID MEETING **Class Meetings** Class meetings are those meetings, which are held by the shareholders of a particular class of shares e.g. preference shareholders or debenture holders. Class meetings are generally conducted when it is proposed to alter, vary or affect the rights of a particular class of shareholders. Thus, for effecting such changes it is necessary that a separate meeting of the holders of those shares is to be held and the matter is to be approved at the meeting by a special resolution. For example, for cancelling the arrears of dividends on cumulative preference shares, it is necessary to call for a meeting of such shareholders and pass a resolution as required by Companies Act. In case of such a class meeting, the holders of other class of shares have no right to attend and vote. **Meetings of Debenture Holders** The debenture holders of a particular class conduct these meeting. They are generally conducted when the company wants to vary the terms of security or to modify their rights or to vary the rate of interest payable etc. Rules and Regulations regarding the holding of the meetings of the debenture holders are either entered in the Trust Deed or endorsed on the Debenture Bond so that they are binding upon the holders of debentures and upon the company. **Meetings of the Creditors** Strictly speaking, these are not meetings of a company. They are held when the company proposes to make a scheme of arrangements with its creditors. Companies like individuals may sometimes find it necessary to compromise or make some arrangements with their creditors, In these circumstances, a meeting of the creditors is necessary. REQUISITES OF A VALID MEETING A MEETING CAN VALIDLY TRANSACT BUSINESS IF THE FOLLOWING REQUIREMENTS ARE SATISFIED: 1. PROPER AUTHORITY 2. NOTICE OF MEETING (SEC 101) A. EVERY MEMBER OF THE COMPANY, LEGAL REPRESENTATIVE OF ANY DECEASED MEMBER OR ASSIGNEE OF AN INSOLVENT MEMBER B. THE AUDITOR OR AUDITORS OF THE COMPANY C. EVERY DIRECTOR OF THE COMPANY ANY ACCIDENTAL OMISSION TO GIVE NOTICE TO OR THE NON RECIEPT OF SUCH NOTICE BY ANY MEMBER OR OTHER PERSON WHO IS ENTITLED TO SUCH NOTICE FOR ANY MEETING SHALL NOT INVALIDATE THE PROCEEDINGS OF THE MEETING. 3. QUORUM FOR THE MEETING ( SEC 103) A. INCASE OF A PUBLIC COMPANY: - FIVE MEMBERS PERSONALLY PRESENT IF THE NUMBER OF MEMBERS AS ON THE DATE OF THE MEETING IS NOT MORE THAN ONE THOUSAND - FIFTEEN MEMBERS PERSONALLY PRESENT IF THE NUMBER OF MEMBERS AS ON THE DATE OF THE MEETING IS MORE THAN ONE THOUSAND BUT UPTO FIVE THOUSAND - THIRTY MEMBERS PERSONALLY PRESENT IF THE NUMBER OF MEMBERS AS ON THE DATE OF THE MEETING EXCEEDS FIVE THOUSAND B. INCASE OF A PRIVATE COMPANY, TWO MEMBERS PERSONALLY PRESENT SHALL BE THE QUORUM FOR THE MEETING OF A COMPANY. IF THE QUORUM IS NOT PRESENT WITH HALF AN HOUR FROM THE TIME APPOINTED FOR HOLDING A MEETING OF THE COMPANY THE MEETING SHALL STAND ADJOURNED TO THE SAME DAY IN THE NEXT WEEK AT THE SAME TIME AND PLACE, OR TO SUCH OTHER DATE OR SUCH OTHER TIME AND PLACE AS THE BOARD MAY DETERMINE. PROVIDED THAT INCASE OF AN ADJOURNED MEETING OR OF A CHANGE OF DAY, TIME OR PLACE OF MEETING THE COMPANY SHALL GIVE NOT LESS THAN 3 DAYS NOTICE TO THE MEMBERS EITHER INDIVIDUALLY OR BY PUBLISHING AN ADVERTISEMENT IN THE NEWSPAPER (ONE IN ENGLISH AND ONE IN THE VERNACULAR LANGUAGE) WHICH IS IN CIRCULATION AT THE PLACE WHERE THE REGISTERED OFFICE OF THE COMPANY IS SITUATED. IF AT THE ADJOURNED MEETING ALSO , A QUORUM IS NOT PRESENT WITHIN HALF AN HOUR FROM THE TIME APPOINTED FOR HOLDING MEETING, THE MEMBERS PRESENT SHALL BE THE QUORUM. 4. CHAIRMAN OF MEETINGS ( SEC 104) 5. MINUTES OF MEETINGS (SEC 118) - THE NAMES OF THE DIRECTORS PRESENT AT THE MEETING - - INCASE OF EACH RESOLUTION PASSED IN THE MEETING, THE NAMES OF THE DIRECTORS IF ANY, DISSENTING FROM, OR NOT CONCURRING WITH THE RESOLUTION THERE SHALL NOT BE INCLUDED IN THE MINUTES ANY MATTER WHICH IN THE OPINION OF THE CHAIRMAN OF THE MEETING : - IS OR COULD REASONABLY BE REGARDED AS DEFAMATORY OF ANY PERSON - IS IRRELEVANT OR IMMATERIAL TO THE PROCEEDINGS - IS DETRIMENTAL TO THE INTEREST OF THE COMPANY IF ANY DEFAULT IS MADE IN COMPLYING WITH THE PROVISIONS OF THIS SECTION IN RESPECT OF ANY MEETING, THE COMPANY SHALL BE LIABLE TO A PENALTY OF 25000 RUPEES AND EVERY OFFICER OF THE COMPANY WHO IS IN DEFAULT SHALL BE LIABLE TO A PENALTY OF 5000 RUPEES. PROXIES (SEC 105) ANY MEMBER OF A COMPANY ENTITLED TO ATTEND AND VOTE AT A MEETING SHALL BE ENTITLED TO APPOINT ANOTHER PERSON AS A PROXY TO ATTEND AND VOTE AT THE MEETING ON HIS BEHALF. PROVIDED THAT A PROXY SHALL NOT HAVE A RIGHT TO SPEAK AT SUCH MEETING AND SHALL NOT BE ENTITLED TO VOTE EXCEPT ON A POLL. PROVIDED FURTHER THAT, UNLESS THE ARTICLES OF A COMPANY OTHERWISE PROVIDE, THIS SECTION SHALL NOT APPLY IN THE CASE OF A COMPANY NOT HAVING SHARE CAPITAL. PROVIDED ALSO THAT THE CENTRAL GOVERNMENT MAY PRESCRIBE A CLASS OR CLASSES OF COMPANIES WHOSE MEMBERS SHALL NOT BE ENTITLED TO APPOINT ANOTHER PERSON AS A PROXY. PROVIDED ALSO THAT A PERSON APPOINTED AS A PROXY SHALL ACT ON BEHALF OF SUCH MEMBER OR NUMBER OF MEMBERS NOT EXCEEDING FIFTY AND SUCH NUMBER OF SHARES AS MAY BE PRESCRIBED. IN EVERY NOTICE CALLING A MEETING OF A COMPANY WHICH HAS A SHARE CAPITAL, OR THE ARTICLES WILL PROVIDE FOR VOTING BY PROXY AT THE MEETING, THERE SHALL APPEAR WITH REASONABLE PROMINENCE A STATEMENT THAT A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR WHERE THAT IS ALLOWED, ONE OR MORE PROXIES, TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND THAT A PROXY NEED NOT BE A MEMBER. IF A DEFAULT IS MADE WITH COMPLYING WITH THIS SECTION, EVERY OFFICER OF THE COMPANY WHO IS IN DEFAULT SHALL BE PUNISHABLE WITH A FINE WHICH MAY EXTEND TO 5000 RUPEES. THE INSTRUMENT APPOINTING A PROXY SHALL: - BE IN WRITING - BE SIGNED BY THE APPOINTER OR HIS ATTORNEY DULY AUTHORISED IN WRITING AN INSTRUMENT APPOINTING A PROXY, IF IN THE FORM AS MAY BE PRESCRIBED, SHALL NOT QUESTIONED ON THE GROUND THAT IT FAILS TO COMPLY WITH ANY SPECIAL REQUIREMENTS SPECIFIED FOR SUCH INSTRUMENT BY THE ARTICLES OF THE COMPANY. EVERY MEMBER ENTITLED TO VOTE AT A MEETING OF THE COMPANY OR ANY RESOLUTION TO BE PASSED THERE AT, SHALL BE ENTILTED DURING THE PERIOD BEGINNING 24 HRS BEFORE THE TIME FIXED FOR THE COMMENCEMENT OF THE MEETING AND ENDING WITH THE CONCLUSION OF THE MEETING TO INSPECT THE PROXIES LODGED AT ANY TIME DURING THE BUSINESS HOURS OF THE COMPANY, PROVIDED THAT NOT LESS THAN 3 DAYS NOTICE IN WRITING OF THE INTENTION SO TO INSPECT IS GIVEN TO THE COMPANY.