Company meetings and resolutions

1. Kinds of meetings

• Meetings of members: the annual general meeting (section 96), the extraordinary general meeting (section 100), and class meetings of a class of shareholders (for example under section 48, on variation of class rights).
• Meetings of the Board (section 173) and of its committees (sections 135, 177, 178).
• Meetings of creditors and debenture-holders, for example meetings ordered by the Tribunal on a compromise or arrangement under section 230.
• Meetings called by the Tribunal where it is impracticable to call a meeting in the ordinary way (section 98), or where the company defaults in holding an AGM (section 97).

2. Board meetings and committees

The first Board meeting must be held within thirty days of incorporation, and thereafter at least four a year, with not more than 120 days between two consecutive meetings (section 173(1)). Directors may participate by video conferencing (section 173(2)). Notice of at least seven days must be given to every director; shorter notice is allowed for urgent business if at least one independent director, if any, is present (section 173(3)). The quorum is one-third of total strength or two directors, whichever is higher (section 174(1)). Some resolutions may be passed by circulation (section 175), but not those that section 179(3) requires to be passed at a meeting.

Committees of the Board:

• Audit Committee (section 177): every listed public company and prescribed classes; at least three directors, with independent directors forming a majority; it oversees the auditors, financial statements and related party transactions, and runs the vigil mechanism.
• Nomination and Remuneration Committee (section 178(1)): identifies persons qualified to be directors and recommends the remuneration policy.
• Stakeholders Relationship Committee (section 178(5)): where the company has more than one thousand shareholders, debenture-holders, deposit-holders and other security holders, to resolve their grievances.
• CSR Committee (section 135): see the CSR note.

3. Annual general meeting: section 96

• Every company other than a One Person Company must hold an AGM each year, in addition to any other meetings, and must call it an AGM in the notice.
• The first AGM must be held within nine months of the close of the first financial year; then no AGM need be held in the year of incorporation.
• Later AGMs: within six months of the close of the financial year, and not more than fifteen months between one AGM and the next.
• The Registrar may extend the time by up to three months for special reason, but not for the first AGM.
• It must be held during business hours (9 a.m. to 6 p.m.), on a day that is not a national holiday, at the registered office or elsewhere in the same city, town or village (section 96(2)).

Business. The ordinary business of an AGM is consideration of the financial statements and the reports of the Board and auditors, declaration of dividend, appointment of directors in place of those retiring, and appointment and remuneration of auditors. Everything else is special business (section 102(2)).

If a company fails to hold its AGM, the Tribunal may, on the application of any member, call or direct the calling of it (section 97), and the company and its officers are liable to a fine (section 99).

4. Extraordinary general meeting: section 100

Every general meeting other than the AGM is an extraordinary general meeting. It deals with business that cannot wait for the next AGM. It may be called in three ways:

• By the Board whenever it thinks fit (section 100(1)). Since 2018 an EGM must be held in India, except for a wholly owned subsidiary of a foreign company.
• On requisition by members (section 100(2)–(6)): members holding at least one-tenth of the paid-up capital carrying voting rights (or, in a company without share capital, one-tenth of the voting power) may requisition a meeting. The requisition must set out the matters to be considered, be signed by the requisitionists and be sent to the registered office. If the Board does not, within twenty-one days, proceed to call a meeting to be held within forty-five days of the requisition, the requisitionists may themselves call and hold it within three months. Their reasonable expenses are reimbursed by the company and recovered from the defaulting directors' fees.
• By order of the Tribunal (section 98).

The members' right to requisition was examined in Life Insurance Corporation of India v. Escorts Ltd., 1985 INSC 251, (1986) 1 SCC 264. LIC, a shareholder, requisitioned an EGM to move resolutions removing nine directors. The Supreme Court held that a shareholder who satisfies the statutory conditions is entitled to requisition a meeting and to propose the removal of directors, and is not bound to disclose its reasons; the Board must call the meeting.

5. Notice and explanatory statement

A general meeting is called by at least twenty-one clear days' notice, in writing or electronically (section 101(1)). A shorter notice is valid if consented to by at least ninety-five per cent of members entitled to vote (for an AGM), or, for any other meeting, by a majority in number holding at least ninety-five per cent of the voting paid-up capital. The notice must state the place, date, day and hour, and the business, and go to every member, the legal representatives of deceased members, the auditors and the directors (section 101(2), (3)). For each item of special business an explanatory statement must set out the interest of directors, key managerial personnel and their relatives, and all information needed to understand the item (section 102).

6. Proceedings

• Quorum (section 103): in a public company, five members personally present if membership does not exceed one thousand, fifteen if it is between one thousand and five thousand, thirty above five thousand; in a private company, two. If there is no quorum within half an hour the meeting stands adjourned to the same day next week (or as the Board decides), but a meeting called by requisitionists stands cancelled; if there is still no quorum at the adjourned meeting, the members present form the quorum.
• Chairman (section 104): elected by the members present on a show of hands, unless the articles provide otherwise.
• Proxies (section 105): a member may appoint a proxy, who need not be a member; a proxy cannot speak and votes only on a poll; one proxy may act for not more than fifty members.
• Voting: by show of hands (section 107), by electronic means for prescribed companies (section 108), on a poll demanded by members with one-tenth of the voting power or shares of the prescribed paid-up value (section 109), or by postal ballot for prescribed items (section 110).
• Minutes must be kept and signed (section 118); they are evidence of the proceedings.

7. Resolutions

• Ordinary resolution (section 114(1)): passed when the votes cast in favour, including the chairman's casting vote, exceed the votes cast against.
• Special resolution (section 114(2)): the intention to propose it as a special resolution is specified in the notice, due notice is given, and the votes in favour are at least three times the votes against. Required for alteration of the memorandum and articles, reduction of capital, buy-back above ten per cent, the section 180 matters, and voluntary winding up.
• Resolution requiring special notice (section 115): notice of the intention to move it must be given to the company by members holding at least one per cent of voting power, or shares on which up to five lakh rupees has been paid up; required for removal of a director (section 169) and of an auditor (section 140).
• A resolution passed at an adjourned meeting is treated as passed on that date (section 116). Special resolutions and certain others must be filed with the Registrar within thirty days (section 117).

How this is examined

June 2025 asked “State the different kinds of company meetings” for 10 marks; January 2026 set a short note on “Extraordinary General Meeting”. For kinds of meetings: the list in part 1, then each with its section and time limits, and the rules on notice, quorum and resolutions. For the EGM note: definition, the three ways of calling it with the 1/10, 21-day, 45-day and three-month figures, and LIC v. Escorts.