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Procedure of Calling for a Meeting (Companies Act,2013)

-This video explains Procedure of Calling for a Meeting (Companies Act,2013) Procedure of calling for a meeting (or) Requisites of a valid meeting 1.Properly Convened (invited for meeting) 2.Notice 3.Quorum (Number of members should be present in a meeting) 4.Chairman 5.Minutes 1. Properly Convened (invited for meeting) -Gap between AGM should not exceed 15 months -AGM should be called during business hours, 9 am to 6 pm other than national holidays. -Authorised person (or) authority shall call for a meeting such as members, -BOD, Liquidator, Tribunal and others if any -Tribunal can call or direct the company to call AGM if Company default in holding AGM -Board may call EGM, if not Board then members are eligible to call EGM 2. Notice of the Meeting -Date, Time, place, day, agenda of the meeting, business and any other detail of meeting -Notice shall be sent not less than 21 days -Can be sent via post (better dispatch before 25 days) or electronic mode also -Shorter notice through the consent of the members (not less than 95%) -Place of meeting usually at registered office (or) same city of registered office -Notice of the Meeting should be given to -Every member of the Company -Legal representative of any deceased member -The assignee of an insolvent member -Auditor or auditors of the company -Every director of the company -Omission of notice accidentally to any concerned party shall not invalidate the proceedings of the meeting -If meeting is adjourned (considered as continuation of original meeting) fresh notice is not required unless AOA demands -Documents to notice annexed ( for AGM) -Audited Financial Statements -Director’s report -Auditor’s report -Explanation statement for special Business if any (EGM also) -Proxy forms (EGM also) 3. Quorum for Meetings- Minimum No. of members present to constitute a valid meeting If AOA of the company provide for a larger No. then that would prevail or else In case of Public Company (on the date of meeting) If total No. of members is less than 1000 then 5 members should personally present If total No. of members is more that 1000 and less than 5000 then 15 members should personally present If total No. of members is exceeds 5000 then 30 members should personally present In case of Private Company (on the date of meeting) 2 members shall personally present Preference shareholders are not considered unless they have voting rights If quorum is not present within half-an-hour from the time appointed for holding a meeting then meeting shall be adjourned to next week, same day, same place, same time (OR) such other time, place and date as Board may determine Notice of adjourned meeting should be given within 3 days of the start of the meeting via ad in newspaper (one in English and one in vernacular language) If in adjourned meeting if quorum is not present within half-an-hour then the members present shall be the quorum 4. Chairman- As per AOA (or) Members personally present in the meeting shall elect one among themselves Election by show of hands or poll if necessary If poll is demanded then elected chairman by show of hands shall lead the poll, later the chairman elected by poll will lead the meeting 5. Minutes of the meeting (where a meeting’s proceedings are included) Minutes of all the meeting shall be prepared and signed by the members of the meeting as prescribed (where meeting proceedings are included) Kept ready within 30 days of the conclusion of every such meetings Minutes of meeting shall contain fair and correct summary of proceedings Appointments made in such meeting shall be included in the minutes Names of directors presents and names of directors who passed resolution shall be included in minutes ( at BOD meetings) Opinion of Chairman shall be included Acts as an evidence of the proceedings of the meeting