CHAPTER (4) FOUR

COMPANY MEETINGS
Learning Objectives

• Concept of Meeting
• Kinds of Meeting
• Requisites of Valid Meeting
• Methods of Voting
• Motion, Resolutions and Minutes

INTRODUCTION
Under the company form of organisation there is a separation between ownership and management.
The scale of organisation can also bigger than proprietary concerns or partnership firms. Since the
owners (shareholders) are not involved in the day-to-day affairs of the company, and the same is left to
the management, there is a need for formal meetings of the shareholders so that they can know about
the progress of the company. The ultimate control of the actions of the Board of Directors is vested in
the members of the company and from time to time they must ratify, or express their approval or
disapproval of the directors’ past conduct and consider their future plans. The members express their
will at general meetings by passing resolutions.

Similarly, due to larger size and spread of the affairs of the business even the managerial decisions
cannot be taken quickly. Similarly, the Board may comprise of independent directors or non-executive
directors who are not available to the company on a continuous basis except the Board meetings.
Therefore, there also is a need for the formal meetings of the Board of Directors.

MEANING OF MEETING
Meeting means coming together on a formal basis on a day, date, time and venue predetermined
and discussing and deciding on a formal agenda, circulated in advance.

KINDS OF MEETINGS
KINDS OF MEETINGS

Members Board of Directors creditors or

Debenture holders
Requisites of a Valid Meeting
A meeting can validly transact any business if following requirements are satisfied.

1. A proper authority duly convenes the meeting.

2. A proper notice as required by law is served in the prescribed manner.
3. Requisite quorum is present for the meeting.
4. The meeting is presided by a duly appointed chairman.
5. Minutes of the proceedings are kept.

Let us now discuss each of these requirements in details to understand the working of the
meetings.

1. Proper authority: The proper authority to convene a general meeting of a company is the Board
of Directors. Board should pass a resolution to call the general meeting, at a duly convened
meeting of the Board. If the Board does not call the general meeting, the members or the
Company Law Board can call the meeting.
2. Notice of the meeting: A proper notice of the meeting should be given to the members and all
others who are entitled to attend such meeting. A notice should be proper as far as length of
the notice (period), time and place of the meeting and the agenda of the meeting.

Length of the notice – REFER TO PPT

Contents and manner of service of notice and persons to whom it is to be served

Every meeting of a meeting of a company shall specify the place and the day and hour of the meeting,
and shall contain a statement of the business to be transacted thereat.

Notice of every meeting of the company shall be given:

i. To every member of the company;

ii. To the persons entitled to a share in consequence of the death or insolvency of a member;
and
iii. To the auditors for the time being of the company.

deals with the provisions relating to the manner in which and document is to be served on the
members of the company. The provisions are as follows:

A document may be saved by a company on any member thereof either personally, or by sending it by
post to him registered address or the address supplied by him for giving notice to him.

Where a document is sent by post, service thereof shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the document. A member can intimate the
company to send such documents by registered post or under certificate of posting and may deposit the
requisite sum with the company for that matter.

Service of the document shall be deemed to have been effected:

a. In case of a notice of a meeting, at the expiration of 48 hours, after such letter containing the
same is posted.
b. In any other case, at the time at which the letter would be delivered in the ordinary course of
post.
3. Quorum for meeting: Refer to PPT for number
If within half an hour from the time appointed for holding a meeting of the company, a quorum
is not present, the meeting, if called upon the requisition of members, shall stand dissolved. In
any other case, the meeting shall stand adjourned to the same day in the next week at the same
time and place, or to such other day, time and place as the Board may determine.
If at the adjourned meeting also, a quorum is not present within half an hour from the time
appointed for holding the meeting, the members present shall be the quorum.
4. Chairman of meeting: A chairman is necessary to conduct the meeting. He is the presiding
officer of the meeting. He is responsible for keeping the order and conducting the meeting.
Unless articles of the company otherwise provide, the members personally present at the
meeting shall elect one of themselves to be the chairman of the meeting on a show of hands.
If a poll is demanded on the election of the chairman, the same shall be taken forthwith. A
chairman elected on show of hands will exercise the powers of chairman till such poll is taken.
The person elected as a chairman by poll shall then be the chairman for the rest of the meeting.
Following are the duties of the chairman.
i. He must act at all times bona fide and in the interests of the company.
ii. He must ensure that the meeting is properly convened and constituted. He has to
ensure that proper notice for the meeting was given; proper quorum is present and his
appointment as chairman is in order.
iii. He has to ensure that the proceedings at the meeting are properly and regularly
conducted.
iv. He must also ensure that the provisions of the Act and the articles of the company are
observed and the business is taken in the order set out in the agenda.
v. He has to ensure that the business transacted in the meeting is within the scope of the
meeting.
vi. He must maintain and preserve order in the meeting and decide on any point of order
submitted to him.
vii. He must put the motions in their proper form and declare the results of voting.
viii. He must exercise his casting vote bona fide in the interests of the company.
ix. He must exercise his power of adjournment and of taking of poll.
x. He must give the members present for the meeting a reasonable and sufficient
opportunity to express their views on a motion.
xi. He must take care that the rights of minority are not ignored.
 5. Minutes of the meeting: Every company shall keep a record of all proceedings of every general
meeting and of all proceedings of every meeting of its Board of Directors and of every
committee of Board. This is done by making within 30 days of the conclusion of every such
meeting, entries in the proceedings book kept for that purpose. Such records are known as
minutes.

MINUTES BOOK
The book in which the record of the proceedings of a meeting is kept is known as minutes book.
Separate books are required to be kept for shareholders’ general meetings of the company, Board
meetings and committee meetings.

Each page of every such book (with their pages serially numbered) shall be initialled or signed and
the last page of the record of proceedings of each meeting shall be dated and signed:

(a) In the case of minutes of proceedings of a Board meeting or of a Committee meeting, by the
chairman of the said meeting or the chairman of the next succeeding meeting;
(b) In case of minutes of proceedings of a general meeting, by the chairman of the same meeting
within the aforesaid period of 30 days or in the event of the death or inability of that chairman
within that period, by a director duly authorised by the Board for the purpose.

In no case the proceedings of the meeting should be pasted or attached to the minute’s book. The
same should be written in such books.

The main uses of the minutes are that they contain a records of the business transacted with the
decision of the members and directors at their respective meetings and the same are available for
inspection by interested parties. The same can also be produced as evidence of the proceedings in
the courts of law.

METHODS OF VOTING
There are different methods by which a resolution can be passed in a meeting. The different methods
and the circumstances under which the same can be applied are discussed below.

1. By acclamation or voice: Voting by acclamation means persons present in the meeting indicate
their approval or disapproval on the motion or proposal by clapping of hands, cheering or
applause. This method is used when there is unanimous approval or disapproval. This method
should not be used when there is a sharp difference of opinion amongst the members on the
issue before them.
Voice voting is generally adopted in Parliament or legislative assemblies under. Under voice
voting chairman requests the members in favour of the motion to say ‘yes’ and then those
against the motion say ‘No’. He then counts the number and declares the result of voice voting.
 2. By show of hands: Under this method the chairman asks members to raise their hands in favour
and then those against the motion. The numbers in favour and then against the motion are
counted. The chairman then declares the result of voting. In any general meeting a resolution
put to vote in the meeting, shall unless a poll is demanded under (sec. 179, be decided on a
show of hands.
(Sec.178) provides that once the chairman declares that on a show of hands, a resolution has or
has not been carried, or has or has not been carried either unanimously or by a particular
majority and an entry to that effect has been made in the minutes book of the company, shall
be conclusive evidence of the fact, without proof for number or proportion of the votes cast in
favour or against such resolution.
3. By poll: Before or on the declaration of the result of the voting on any resolution on a show of
hands, a poll can be ordered to be taken by the chairman. Such decision can be taken by the
chairman either on his own motion or if demanded by specified number of members.
(a) in the case a company having a share capital, by the members present in person or by proxy,
where allowed, and having not less than one-tenth of the total voting power or holding shares on
which an aggregate sum of not less than five lakh rupees or such higher amount as may be
prescribed has been paid-up; and
(b) in the case of any other company, by any member or members present in person or by proxy,
where allowed, and having not less than one-tenth of the total voting power.
4. By postal ballot: A listed public company, only on certain specified business as notified by
Central Government, shall pass any resolution by way of postal ballot, instead of transacting the
business in the general meeting of the company.
When any resolution is to be passed by postal ballot, the company shall send a notice to all the
shareholders, along with a draft resolution explaining the reasons therefore and requesting
them to send their assent or dissent in writing within a period of 30 days from the date of
posting of the letter.
Such notice should be sent by registered post acknowledgement due and should also contain a
postage pre-paid envelope for facilitating the members to communicate their assent or dissent.
A resolution, passed with requisite majority by way of postal ballot, shall be deemed to have
been passed at a general meeting of the shareholders.

PROXY
The word proxy has two meanings. One is the person appointed as proxy and second the instrument
by which such person is so appointed.

Any member of a company entitled to attend and vote at a meeting shall be entitled to appoint
another person (whether a member or not) as his proxy to attend and vote instead of himself, but a
proxy so appointed shall not have a right to speak at the meeting. A proxy is not entitled to act contrary
to the instructions of the person appointing him as a proxy.
 A body corporate, which is a member of a company, can appoint a proxy, by resolution of the Board
of Directors. Similarly, if the president of India or governor of a state may, if is a member of any
company, appoint any person to act as a proxy and vote in the meeting.

Every notice calling a meeting of a company having share capital or of a company the articles of which
provide for voting by proxy at the meeting, should with reasonable prominence include a statement
saying that a member entitled to attend and vote is entitled to appoint a proxy or proxies, to attend and
vote instead of himself and the proxy need not be a member.

The instrument appointing a proxy shall be in writing and signed by the appointer or his attorney duly
authorized in writing. Normally a period of 48 hours before the start of the meeting shall be specified
within which an instrument appointing a proxy should be deposited with the company.

If the articles do not otherwise provide:

a. A proxy can vote only on poll.

b. A member of a private company cannot appoint more than one proxy to attend on the same
occasion.
c. A member of a company not having share capital cannot appoint a proxy.

Revocation of Proxy

Proxy is an agent of the person appointing him as proxy i.e. the principal. The principal may revoke
the authority given to his agent at any time before the authority has been exercised. Where a member
who having appointed a proxy attends the meeting personally and votes at the meeting, the proxy is
revoked automatically. Proxy so appointed cannot object the member from attending and voting at the
concerned meeting.

MOTION, AMENDMENTS AND POINT OF ORDER

The business in general meeting is transacted in the following manner.

1. The notice of the meeting contains the draft resolutions (called as motion) to be passed in the
general meeting.
2. The matter is discussed in the meeting. The motion will also be discussed and the members may
suggest on the modification, if any, in the motion.
3. The motion will then be put to vote.
4. The motion passed with requisite majority is called as resolution.
5. The resolutions shall be recorded in the minutes of the meeting.
 Motion

Discussing in the meeting proposing

modifications, if any

Put to vote, with or

without modification

If passed with requisite majority, became a

resolution

Resolutions recorded in minutes

book

Motions
The management seeks powers and obtains approvals from the members. Such approval and
directions are obtained only through a valid resolution passed in the duly convened and held meeting.

Motion can be said to be a draft resolution placed before the meeting. Such motion is communicated
to the members through the notice of the meeting. The notice will contain the motion to be removed in
the meeting in the following manner-

To consider, and if though fit, to pass with or without modification, the following resolution as
ordinary/special resolution-

“RESOLVED THAT………. (text of the resolution to be passed)………..”

The motion is a proposal placed before the meeting to be discussed and decided in the meeting.
Articles of Association normally contain provisions regarding notice of the motion. Motion is always in
writing as the same is in the form of draft resolution placed before the meeting.

A motion should be drafted in clear and unambiguous words. The wording of the motion s hould not
lead to give a different meaning than the intention of the mover or the proposer of the motion. A
motion should not contain any argument, inference or defamatory expressions and should be in written
in affirmative form.
 The proceeding at the meeting may be conducted in the following manner.

First the chairman will announce the motion to be moved and explain the nature and purpose of
such motion. He will then open the subject matter for discussion of the members. Normally, a member
will not be allowed to speak more than once. Chairman may allow specific time to each member and
may fix the order in which the members should express their views. While discussing on the matter,
there may arise two types of motions, a) formal motions, and b) substantive motions.

Formal motions

Formal motion is a motion related to the proceedings at the meeting. Such motion may be moved for
the purpose of smooth conduct of the business at the meeting. They are also known as procedural or
dilatory motions.

Formal motion has precedence over other motions. Formal motions need not be in writing and may
not be provided in the notice for the meeting as they may occur during the course of discussion or
conduct of the meeting.

The members will then have a debate on the motion and the matter related thereto. Sometimes,
there may be a prolonged discussion on the matter. To curtail or close such discussion, any member may
move a motion that the discussion is stopped and the matter be put for vote. After such motion is
seconded the same may be put for vote. If the motion is carried, it will put an end to the discussion on
the main motion. Such motion is called as closure motion.

If some member feels that the vote on the main motion should not be taken may move a motion to
that effect. If this motion is seconded shall be put to vote. If such motion is carried, the discussion on the
main motion will cease and cannot be taken up again in the same meeting. If such motion is lost, vote
on main motion shall be taken up immediately. Such motion is called as Previous Question.

If any member is of the opinion that a particular motion should not be taken up for discussion in the
meeting may move such motion. If such motion is seconded, it will be put to vote. If the motion is
carried, then the main motion will be skipped and the meeting will proceed to next business. Such
motion is called as Next Question.

If any member feels that the meeting is adjourned either for some time or indefinitely, may move
such motion. If seconded, the motion will be put for vote. If such motion is passed, the meeting shall
stand adjourned for the time specified or indefinitely as moved in the motion. This motion is called as
adjournment.

Substantive Motion

During the course of discussion, the members may suggest amendments to the main motion. If any
member suggests such amendments, it needs to be seconded. The same will be put to vote thereafter. If
such amendment is approved the same will be incorporated in the main motion. Such amended motion
is called as substantive motion. Sometimes an amendment to the amendment may also be suggested. It
will follow the same procedure and if approved will get incorporated in the main motion.

Voting

Once the discussion on the motion is completed, modifying the same or not, the same will be put to
vote. There are different ways of voting as discussed earlier. Once the voting is done and the motion is
approved with requisite majority, the motion gets converted into resolution. In other words, the motion
once through becomes a resolution.

RESOLUTIONS AND KINDS OF RESOLUTIONS

Resolution is the decision of the members on a certain issue. There are basically two types of
resolutions a) ordinary resolution and b) special resolution. The same should not be confused with
ordinary business and special business.

Ordinary Resolution
A resolution shall be called as ordinary resolution when:

(a) A proper notice as required under the Act of such general meeting has been duly given, and
(b) The votes cast in favour of the resolution (including the casting vote, if any of the chairman)
exceed the votes cast against the resolution (known as simple majority).

Special Resolution
A resolution shall be a special resolution when:

(a) The intention to propose the resolution as a special resolution has been duly specified in the
notice calling such general meeting;
(b) A proper notice as required under the Act, of such general meeting is duly given; and
(c) The votes cast in favour of the resolution are not less than three times the votes cast against the
resolution (called as three forth majority).

It is not sufficient that the votes cast in favour happen to be three times more than the votes
against but it is also important that the notice specified that the resolution is to be passed as special
resolution. If the notice is silent, the resolution passed even with unanimous vote, will be still called as
ordinary resolution.

Ordinary resolution and special resolution should not be confused with ordinary business and
special business. Similarly, it is not a case that ordinary business requires an ordinary resolution and
special business requires a special resolution.

In an annual general meeting business relating to-

 i. Consideration of accounts, balance sheets and the report of the board of directors and
auditors,
ii. Declaration of dividend,
iii. Appointment of directors in the place of those retiring, and
iv. Appointment of auditors and fixing their remuneration

Are called as ordinary business. Any other business in the annual general meeting and all the
business in any other general meeting are called as special business. For any special business an
explanatory statement under is required to be attached to the notice calling in such meeting.

For any general meeting a notice of not less than 21 days is required to be given unde. There are
certain exceptions where a shorter notice can be condoned. Such notice is given by the company to
the members.

Special notice means a notice given for not less than 14 days to the company of an intention to
move any resolution. (Sec. 190) deals with the provisions relating to special notice.

Notice of the intention to move the resolution shall be given to the company not less than
fourteen days before the meeting at which it is to be moved, excluding the day on which the notice
is served and the day of the meeting.

The company shall, immediately after receiving such notice, give its members notice of the
resolution to be moved in the same manner as it gives notice of the meeting. If it is not practicable
to send notice to the members, shall give notice either by giving advertisement in a newspaper
circulating in that area or in any other mode allowed by its articles, not less than 7 days before the
meeting.

Suppose:

(a) A company gives a notice of 21 days for general meeting, including proposal for re-appointment
of its director retiring by rotation.
(b) Some members on receiving the notice feel that the concerned director should not be re-
appointed and want to propose some other person for the same.
(c) Such members can give company a special notice (of 14 days) proposing the candidature of
some other person for the directorship.
(d) Company shall after receiving such notice, in turn shall inform the members about the
candidature of such other person within 7 days of the meeting.
(e) Members will accordingly consider the matter in the meeting and pass appropriate resolution.

GENERAL BODY MEETINGS

The meetings of the members are known as general meetings. There are two types of general
meetings; Annual General Meeting and Extra-Ordinary General Meeting. Wherever Companies Act
refers to the decisions of the company; it refers to the decisions taken by the members in the general
meeting
Annual General Meeting
As the name suggests the meeting of the members held annually is known as Annual General
Meeting (AGM). (Sec.166) deals with the basic provisions relating to annual general meeting. (sec.167)
gives powers to Central Government to call annual general meeting if default is made in holding such
meeting.

Importance

In case of company the owners and management may not be the same. As the management is
running the day-to-day affairs of the company on behalf of its members, there has to be some
opportunity given to the members to review and discuss the affairs of the company, if not regularly, at
least once in a year. Members should also get an opportunity to take necessary steps for the protection
of their interests. Accordingly, the Act requires every company to hold at least one meeting of the
members every year where they can review the working of the company, re-elect or not the directors
and auditors of the company and decide about the distribution of the profits earned by the company in
the form of dividend.

Gap between two Annual General Meetings and Extension of Time

(1) Every Company shall in each year hold in addition to any other meeting, a general meeting as its
annual general meeting. In the notice for such meeting it should be specified that such meeting
is the annual general meeting.
(2) A period of not more than fifteen months should elapse between the date of one annual general
meeting and the next.
(3) A company can hold its first annual general meeting within a period of not more than 18 months
from the date of its incorporation. If such meeting is held within that period, it shall not be
necessary to hold the annual general meeting in the year of its incorporation or in the following
year.

Year means the calendar year for the purposes of these provisions. So the company will have to
hold one annual general meeting in each calendar year say, 2006, 2007, 2008, and 2009 and so on.

Suppose if the company is incorporated in the year 2005, then the company allowed to hold its
first annual general meeting in the year 2005 or 2006 provided that such meeting is held within a
period of 18 months from the date of incorporation.

(1) In every annual general meeting the balance sheet of the company not earlier than six months
and profit and loss account for the year ended on such date should be laid down. In other
words, annual general meeting should be held within a period of six months from the date of its
balance sheet.
(2) Registrar of companies is empowered to allow extension of maximum three months for special
reasons. However, such extension cannot be granted for the first annual general meeting.
 (3) There shall be only one annual general meeting in any year. Any other general meeting held
between two annual general meetings will be called as extraordinary general meeting.

Suppose, company’s accounting year ends on 31st march every year. Accordingly, the company will
have to hold its AGM for the year 2009 on or before 30 th September, 2009 where the audited
statements of account for the year ended 31st march, 2009 should be laid. Suppose, the company had
held its last AGM any time after 30th June, 2008, it can hold the AGM for the current year on or before
3oth September, 2009. However, if such earlier meeting was held on say 30th May, 2008 then the
company will have to hold ensuing AGM latest by 30 th August, 2009 whereby the gap between two
consecutive meetings is not more than 15 months. However, with the sanction of Registrar the company
can seek an extension up to three months.

If a company had held its AGM in the year 2008 on 30 th September, 2008 the company cannot hold
the AGM for 2009 by 31st December (15 months) unless either it has changed its accounting year to end
now on 30th June or with the permission of the Registrar. In normal circumstances the due date shall
remain as 30th September, 2009.

If a company had held its AGM in the year 2008 on say 31 st December, 2008 by getting an extension
from the Registrar, the due date for the year 2009 shall be 30th September, 2009 under normal
circumstances and maximum by 31st December, 2009 with the sanction of Registrar. But in no case the
date can go beyond 31st December, 2009 (15 months) as it would amount to not holding any AGM in the
year 2009.

Time of the Meeting

The Annual General Meeting shall be called for a time during business hours, on a day that is not a
public holiday. Such meeting 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 situate.

A company can by its Articles fix the time for its annual general meeting. A company can also in any
annual general meeting, fix the time for its subsequent annual general meeting. A private company
which is not a subsidiary of a public company can even fix the place for its annual general meeting by
providing in its articles or even by passing a resolution in any annual general meeting.

Cancellation or Postponement of Convened Meeting

Where an annual general meeting is convened for a particular date and notice in this regard is issued
to the members, the Board of Directors can cancel or postpone the holding of such meeting for bona
fide and proper reasons. However, it would be more appropriate on the part of the board to hold the
meeting as decided and to decide the matter as to its postponement or otherwise in the said meeting.

Where the accounts of the company are not ready for being placed before the annual general
meeting, not holding the meeting would be an offence and the company and every officers in default
can be punished, except where the books of the company are seized by police or other Government
department, and accordingly, the accounts could not be prepared in time.
 In such cases, it would be appropriate to hold the annual general meeting within the prescribed
time limit transact all other business except the adoption of accounts and then adjourn the meeting till
such date by which the accounts can be prepared. In such meeting a suitable resolution must be passed
to adjourn the meeting to a future date. Statutory requirement as to lying of the accounts before the
annual general meeting would be satisfied if the accounts are laid before the adjourned meeting.

Business to be transacted at every Annual General Meeting

According to, following four businesses should be transacted at annual general meeting only.

i. Consideration of the accounts, balance sheet and reports of the Board of Directors and
auditors,
ii. Declaration of dividend,
iii. Appointment of directors in place of those retiring, and
iv. Appointment of auditors and fixing their remuneration.

These four businesses are called as ordinary business that may be transacted at every annual
general meeting. Any other business transacted at the annual general meeting shall be called as
special business. Similarly, any business transacted in any other general meeting (either statutory or
extraordinary general meeting) shall be called as special business.

In case of the special business an explanatory statement is required to be annexed to the notice
of the meeting. Such statement shall set out all material facts concerning each such item of special
business. Such statement should include in particular the nature of concern or interest, if any,
therein, of every director and the manager, if any.

Default in Holding Annual General Meeting

If default is made in holding an annual general meeting in accordance with the provisions of (sec.
166), the central Government may on an application made by any member of the company call or direct
the calling of a general meeting of the company. Central Government may also give such further
directions as it may think fit in relation to calling, holding and conducting the said meeting. A meeting
held in pursuance of these powers of the Government shall be deemed to be the annual general
meeting of the company.

In case of revival and rehabilitation of sick company the tribunal (NCLT) instead of Central
Government shall exercise the aforesaid powers.

Penalty for Default

If default is made in holding an annual general meeting in accordance with the provisions of Sec. 166
or 167, the company and every officer of the company who is I default shall be punishable with fine
which may extend to fifty thousand rupees and in case of default continues with a further fine which
may extend to two thousand five hundred rupees for every day during which such default continues.
Extraordinary General Meeting
 Statutory meeting and annual general meeting of a company are called as ordinary meetings. Any
meeting other than these meetings is called as extraordinary general meeting. Whenever there is some
urgent or special business to be transacted that cannot be postponed till next annual general meeting,
an extraordinary general meeting may be convened.

Such extraordinary meeting needs to be requisitioned by specified number of members. The

requirements regarding such requisitions are as follows.

(a) In case of a company having share capital, members not holding less than one tenth of the paid
up capital of the company carrying voting rights, and
(b) In case of a company not having share capital, members holding not less than one tenth of total
voting powers.

If there are two or more distinct matters where such extraordinary general meeting is
requisitioned, the above provisions shall apply to each such matter separately.

The Board of Directors shall-

(a) On its own for transacting certain business which cannot be postponed till next annual general
meeting, or
(b) On the requisition of the specified number of members as mentioned above call an
extraordinary general meeting of the company.

If the Board of directors fail within 21 days from the date of deposit of such requisition to proceed
with duly calling a meeting within 45 days from the date of such deposit, the requisitionists
themselves can proceed with calling such meeting.

Other provisions

(a) Members who have not paid any calls on their shares are not entitled to requisition an
extraordinary general meeting.
(b) Extraordinary general meeting need not be held only in the city, town or village where the
registered office of the company is situated and can be held at any other place. Similarly, such
meeting can be held outside the business hours and even on public holidays.
(c) No business other than one requisitioned can be transacted at such meeting.

Powers of NCLT to order an Extraordinary General Meeting

If for any reason it is impracticable to call a meeting of a company other than an annual general
meeting, the tribunal may either on its own motion or on the application made by any director or
member of the company to be called, held and conducted in such manner as it thinks fit and give such
other directions as it may think expedient. Such directions may even include a direction that one
member of the company present in person or by proxy shall be deemed to constitute a meeting.
 The powers of NCLT under this section are very wide and extraordinary. The same should be used
sparingly and with great caution. Basically, it is the company to manage its own affairs and NCLT in
normal course should not intervene, unless it is satisfied that it sis impracticable to otherwise call or hod
the meeting.

BOARD MEETING
Directors of the company have to exercise most of their powers at periodical meetings of the Board.
The board has the power of direction and the managing director or executive directors sha ll execute
such directions given by the Board. Board comprises of executive and non-executive directors. There can
be experts from the industry, professionals and other dignitaries on the Board of the company. These
external directors cannot interfere in the day-to-day affairs of the company but will have the powers of
giving direction to the company. However, such directors can exercise their powers only as a Board and
not individually. Board can exercise its powers only in the Board meetings. Sections 285 to 290 deal with
the provisions relating to board meetings.

–refer to PPT notes for provisions of board meetings