Meetings for a Private limited Company

As power to take decisions for a company is vested upon board and its shareholders, naturally there is a requirement for them to meet up and decide.This is not only generalized requirement but there are specific provisions mandating Meetings of Board and Shareholders specifying frequency, purpose to meet and types of resolutions required. Provisions governing meetings of board and shareholders is discussed in following paragraphs.

Types of Meetings and procedural aspects

• Board Meetings

First Board Meeting
Frequency – within 30 days of incorporation

Subsequent Board Meetings
Frequency – A minimum of 4 board meetings every year, wherein the difference between the 2 meetings shouldn’t be greater than 120 days.

Notice – 7 days notice to each director at their registered address,

Shorter notice is allowed provided one independent director is present in the meeting, if not it shall be circulated to all directors and later ratified by independent director.

Quorum – It is Minimum number of members required to constitute a valid meeting. Quorum required for a board meeting is –

• 1/3^rd of total strength or
• 2 directors

(whichever is higher)
(Participation by video conferencing or other audio visual means shall also be counted for quorum)

For sec 8 Companies

• 8 members
• 25% of total strength

Whichever is lower
(subject to minimum of 2 directors)
If interested directors exceed 2/3 rd of strength the quorum is

• Remaining directors
• 2 directors

(whichever is higher)
Interested director may also be counted towards quorum in such meeting after disclosure of his interest pursuant to section 184 for private companies

Adjourned Meeting for want of quorum –  same day at the same time and place in the next week or if that day is a national holiday, till the next succeeding day, if not a national holiday, at the same time and place. (Unless articles provide otherwise) Exemptions

• One Person Company, small company, dormant company and a private company (if such private company is a start-up) – one meeting in each half of a calendar year wherein gap between two meetings >= 90 days.
• OPC where there is only on director – Not applicable
• Section 8 companies – 1 meeting in every six calendar months.
• IFSC public and private company – 1^st board Meeting to be held within 60 days of incorporation and thereafter one meeting every half of calendar year.

Fines and Penalties – Failure to furnish notice – Rs. 25,000 rupees.

• Annual General Meeting

Frequency – Every company (except One Person Company) is required to hold an Annual General Meeting each year wherein the gap between two Annual General Meetings should not exceed 15 months.

First AGM – To be held within 9 months from the end of first financial year, If this is complied there is no need for holding AGM in the year of incorporation.

For example – Company incorporated on 2^nd Feb 2018, Incorporation year – 2017-2018, Financial year = 2^nd Feb 2018 till 31^st March 2019 – If AGM is to be held within 31^st December 2019, no need for AGM during incorporation year.

Subsequent AGM s – to be held within 6 months from the end of financial year.

Notice – Clear 21 days either in writing or through electronic mode ( 21 days for Sec.8 companies)

Short Notice – If consent given by 95% of members thereat

Quorum – 2 members personally present

Adjournment of meeting on failure of quorum – same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine.

In absence of quorum in adjourned meeting within half-an-hour from the time appointed then the members present shall constitute the quorum.

Notice of adjourned Meeting – 3 days notice individually or public advertisement having circulation at a place where registered office is situated.

Place and time – Registered Office or a place where registered office is situated during business hours and on a day which is not national holiday.

However for an unlisted company, meeting may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance

Failure to conduct Annual General Meeting –

the company and every officer shall be punishable with fine upto

• one lakh rupees
• 5000 for every day (if such default continues).

• Extraordinary General Meeting

It is a general meeting other than Annual general Meeting occurs among shareholders and usually called on short notice to discuss urgent matters.

Process for conducting meeting

• Requisitions received by company from members holding 1/10^th of paid up share capital.(1/10^th of voting power for companies not having share capital)
• Within 21 of days of receipt of such requisition board shall call for meeting, if board fails requisitionists themselves can call meeting within 45 days to be held within 3 months of such requisition.

Provisions for quorum and adjournment are same as of AGM except where

In case if meeting is called by requisitionists, then in the absence of quorum the meeting shall stand cancelled.

Shorter Notice – If consent given by majority of members who holds 95% of paid up share capital. (95% of voting power company not having share capital).

Conclusion

Every company needs to comply with conducting of 4 board meetings in a year and AGM within 6 months of end of FY subject to exemptions notified. Failure of which may lead to fines and penalties.
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