. This Article is written by Ashirvad Gautam & this article disscuss the concepts of MEETINGS UNDER THE COMPANIES ACT, 2013
Introduction
A meeting is often a gathering of corporate members; a meeting is critical to a company’s overall operation. A meeting must be attended by at least two people. However, one person can do so under rare circumstances. Companies must hold annual meetings to address their corporate concerns, but they can also plan other meetings based on their needs. Meetings give a fair chance for members of a firm to express their opinions so that decisions may be made based on them. Every meeting conducted by a corporation must be properly recorded and registered with the registrar of companies within 30 days.
Different kinds of meetings
Meetings under the Companies Act of 2013 can be characterized as follows:
Annual General Meeting
The Annual General Meeting is discussed in Section 96 of the Companies Act of 2013. Within nine months following the conclusion of the fiscal year, a company must conduct its first annual general meeting. A firm run by one person is not required to have an annual general meeting.
For instance, a company that was established on October 10, 2017, must hold its first annual general meeting by March 31, 2018, at the latest. However, there are some exceptions offered if a corporation was founded in the same year that the fiscal year comes to a conclusion. If the business was established on October 2, 2018, it is not required to hold meetings by March 31, 2018. Instead, it may hold meetings any time between April 1, 2018, and March 31, 2019, but no later.
The following annual general meetings must be held within six months of the financial year’s conclusion following the first meeting. The registrar of companies must be notified if the company fails to hold the meeting within the allotted period, and he may, in his discretion, give an extension of up to three months. However, the interval between two annual general meetings may not be more than fifteen months.
Date, Time, and Place: An annual general meeting must be called within business hours, which are Monday through Friday, except national holidays, from 9 a.m. to 6 p.m. The registered office or any other place within the same city or town where the registered office is situated must host it. A firm may be held accountable under Section 99 of the Companies Act 2013 if it violates the meeting-related regulations.
Extra Ordinary General Meeting
Extraordinary general meetings may be organized to address pressing concerns in a firm when members are unable to wait until the annual general meeting to take action. A business may hold an extraordinary general meeting, according to Section 100 of the Companies Act of 2013. It is known by the following names.
By the Board: The Board may summon an Extra Ordinary General Meeting, which may be conducted anywhere in the nation, in accordance with Section 100(1) of the Companies Act.
In the Sanjiv Kothari v. Vasant Kumar Chordia[1] case, it was noted that the director was required to attend the meeting called by the managing director upon the director’s request to discuss the same matters that the director had brought forward and that the director was not permitted to schedule another meeting for the same date at a different location.
- On Request from the Members: In accordance with Section 100(2), the board may call such a meeting at the request of the members. A request may be made by a member of a corporation dealing in share capital who holds one-tenth of the share capital or by a private firm with one-tenth of the voting power. The members making the request must properly sign and write the notification of the request. Within 21 days of receiving such a request, the Board is required to respond or convene a meeting; a meeting must also be held within 45 days of the request.
- By Requistionist: The members who submitted the request may hold the meeting within three months of the date of the request if the board does not hold one within forty-five days of the requisition. The firm and the members who will be attending the meeting must get notification from the requester at least 21 days in advance of the scheduled date. Section 102 of the Companies Act does not need an explanatory statement when a meeting is scheduled by the requisitionists.
In the case of B Mohandas vs. AKMN cylinders Pvt ltd[2], it was decided that if the requistionists themselves haven’t called a meeting after that, they cannot use Section 98 of the Companies Act, 2013 to petition the tribunal in the first instance to call for an extra ordinary general meeting. They must first use up all of their medicine.
- By Tribunal: In accordance with Section 98 of the Companies Act of 2013, the tribunal may convene meetings on its own initiative or at the request of any member, including an extraordinary general meeting. The tribunal may conduct the meeting in any way it sees proper.
Class Meeting
Another type of meeting that is limited to a certain class of members of a firm is a class meeting. For instance, a group of tiny shareholders may call a meeting that is only open to them; other members are not permitted to attend.
Notification of an upcoming meeting (Notice)
The Companies Act of 2013’s Section 101 mandates that the firm give 21 days’ notice before holding a meeting. The notice has to be in writing and needs to include the meeting’s date, time, and location. The notification period for Section 8 corporations is fourteen days. All members, directors, auditors, holders of debentures, shareholders, and key managerial personnel must get notification, including any necessary legal representation for themselves or their families.
In the case of Queens Kuries and Loans Pvt Ltd vs. Sheena Jose[3], the Court determined that any decision made during the procedure would be void since the director of the corporation involved in the resolution did not get any notice of the meeting.
The case of Parker and Cooper Ltd v Reading[4] established that in situations where improper notice was served to meeting participants but those participants still showed up, the notice can be rectified, and the meeting can be deemed legitimate regardless of the accuracy of the notice.
Explanatory Statement
According to Section 102 of the Companies Act of 2013, the notification must be accompanied by an explanatory statement. The statement must include information on the purpose of the meeting, the appointment of directors and auditors, and the resolutions for special business. That statement must provide all relevant information about the meeting.
Quorum of Meetings (Section 103)
The minimal number of participants needed for a meeting to be held is known as the quorum. For a public company, a quorum is five members if the total number of members does not exceed one thousand; if the total number of members exceeds one thousand but not five thousand, a quorum is fifteen members; and if the total number exceeds five thousand, a quorum is thirty members. The meeting will be cancelled within 30 minutes of the start of the meeting if a quorum cannot be reached, or it will be rescheduled for the same day the following week.
Proxies (Section 105)
A proxy is a person designated by a member to represent them at a meeting and cast their vote in their absence. Proxies are not a quorum and are only permitted to vote during the meeting; they are not permitted to speak. Only a company member may act as a proxy for another member in the case of Section 8 businesses. The MGT 11 document designating the proxy must be signed by the appointer and sent 48 hours before the meeting.
Minutes of the meeting
The 2013 minutes of the meeting must be accurately written in accordance with Section 118 of the Companies Act. It is a written document that will include every detail pertaining to the commercial transaction, including settlement specifics. The meeting chairman is required to sign the meeting minutes. The meetings must be reported via MGT 14 to the company registrar within 30 days of the event.
Conclusion
An organization is a group of people. All decisions pertaining to the firm must be made by its members. Meetings of the company are the gatherings when decisions on things pertaining to the firm are made. Numerous laws pertaining to company meetings are found in the Companies Act. The corporation has various procedures and guidelines for its meetings where decisions about routine, exceptional, and unusual business are made. Meetings may be held at various organizational levels to decide on issues that are on the company’s agenda. As the company’s owners, shareholders are entitled to call a meeting and adopt a resolution. Meetings commence with the meeting chairperson. Meetings of the company are the gatherings when decisions on things pertaining to the firm are made. Numerous laws pertaining to company meetings are found in the Companies Act.
