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IV. Company Meetings - Coggle Diagram
IV. Company Meetings
Annual General Meeting [AGM]
Day, Hour and Place of AGM
Meetings during business hours, 9am-6pm.
No meetings on National Holidays.
Meetings at registered office or within city.
Business to be Transacted [S.102]
Ordinary Business
the consideration of financial statement and the reports of the Board of Directors and auditors;
the declaration of any dividend;
the appointment of directors in place of those retiring;
the appointment of, and the fixing of the remuneration of, the auditors.
Special Business
annexed to the notice calling such meeting, namely;-
The nature of concern or interest, financial or otherwise of
every director and the manager, if any;
every other key managerial personnel; and
relative of the persons mentioned in 1 and 2 above.
statement should also contain any other information and facts that may enable members to understand
Notice of the Meeting [S.101]
• Company must give clear 21 days notice to all members, legal representative of deceased member, assignee of insolvent member, auditors, and every director.
• Notice can be given in writing or electronically.
• Shorter notice - if consent is received in writing or electronically from >= 95% of members entitled to vote.
AGM
• Yearly meeting of a company's members
• All companies must hold an AGM.
• The 1st AGM must be held within 9 months of the end of the financial year, no extensions are allowed.
• Subsequent AGMs - every year - with a max gap of 15 months between meetings.
• Must be held within 6 months of the financial year-end.
• The Registrar can grant a 3-month extension for holding an AGM due to special reasons.
Extraordinary General Meeting (EGM)
• GM other than AGM are called EGM
• EGMs are held for urgent / special business.
• Business conducted at EGMs is referred to as special business.
EGM may be called by the Board of Directors, on requisition by the Directors, by the requisitionists themselves, or by the Tribunal.
Board Meeting
Authority to Call Meeting
• Any Director
• Company Secretary
• Board authorized person
• Managing Director (MD)
• Whole-time Director
Notice to be given to whom?
Time and Place of Board Meeting
Include date, time and place
can be held at any place and outside business hours
Notice for electronic meetings should specify the venue
Notice to every director
Improperly excluded director can challenge meeting proceedings
Rs. 25,000 penalty for officer failing to give notice
Quorum
• Quorum for Board meeting: 1/3rd of total directors.
• Video conferencing counts towards quorum.
• Quorum must be present throughout the meeting.
Board Meeting
1st Board meeting must be held within 30 days of incorporation
Min of 4 Board meetings must be held every year
Gap between 2 Board meetings cannot exceed 120 days
Notice must be sent at least 7 days before meeting
Notice to every director in writing by hand delivery, post, or electronic