REQUISITES OF MEETING

PRESENTED BY AJEESH MATHEW

REQUISITES OF A VALID MEETING

Proper authority

Notice of meeting
Quorum for meeting Chairman of meeting Minutes of meeting

Proper authority
The proper authority to convene a general meeting of a company is the board of director the board should pass a resolution to call the general meeting

NOTICE OF MEETING
A proper notice of the meeting should be given to the member and all others who are entitled to attend the meeting Length of notice Notice to whom Omission to give notice Contents of notice

Length of notice
A general meeting of a company may be called by giving not less that 21 days. A general meeting may be called by giving a notice of less than 21days if it is so agreed1) In the case of an annual general meeting, by all the members entitled to vote thereat. The members can voluntarily consent to a shorter notice either before or after the meeting. 2) (a) In the case of any other meeting of a company having a share capital, by members holding not less than 95 per cent of the paid-up share capital as gives a right to vote and, (b)in a company not having share capital,by members having not less than 95 per cent of the voting power exercisable at the meeting

Notice to whom
Notice of every meeting of a company shall be given to (1) every member of the company entitled to vote (2) the persons on whom the shares of any deceased or insolvent members may have devolved (3) the auditor or auditors of company

Omission to give notice

Deliberate omission to give notice even to a single

member may invalidate the meeting An accidental omission to give notice to , or the nonreceipt of notice by ,any member or other person to whom it should be given , does not invalidate the proceeding at the meeting

Contents of notice
Every notice of a company calling a meeting shall specify the place and the day and hour of the meeting . It shall also contain a statement of the business to be transacted at the meeting

3 Quorum for meeting

Quorum means the minimum number of member who must be present in order to constitute a valid meeting and transact business there at. Unless the article can not provide for a larger quorum the following rules may apply. Five members personally present, in case of public company and two in case of any other company shall give the quorum of meeting. If within half an hour quorum is not present , the meeting, if called upon the requisition of members, shall stand dissolved. In any other case , it shall stand adjourned to the same day, place and time in the next week. the board of directors may adjoin the meeting to be convend on any particular day, time and date to be fixed on the date of the meeting itself or atleast before the commencement of the same in the next week. Where the board of directors fails to do so, the meeting stands statutorily adjourned to the same day in the next week.

 If at the adjourned meeting also, a quorum is not

present with in half an hour the members present shaall be the quorum. WHEN SHOULD QUORUM BE PRESENT Article 49(1) of table A requires the quorum to be present t the time when the meeting proceeds to transact business. It need not be present throughout or at the time of taking vote on any resolution. If during the meeting some shareholders leave so that quorum is not present, the meeting must be discontinued by adjournment. However, if a meeting is once organised and all parties have participated, no person or faction can, by withdrawing capriciously and for the sole purpose of breaking the quorum, render subsequent proceedings invalid.

EXCEPTIONS Where there is a class meeting of share holders and all the shares of the class are held by one person , he alone can constitute a meeting of the class and can pass a class resolution by signing it. Where the Tribunal calls or directs the calling of an annual general meeting under sec 167 it has the power to direct that one member present in person or by proxy shall be deemed to constitute a meeting

 Where the board of directors delegates, subject to the provisions

of the act, any of its power to a committee , the committee ma consist of any one person. In such a case the only member of the committee shall constitute the quorum. where the quorum is not present at a general meeting with in half an hour of the meeting , the meeting shall stand adjourned to the same day in the next week at the same time and place . If at the time of adjourned meeting also a quorum is not present with in half an hour of the time of the meeting, the members present are the quorum. In such a case even one member may constitute the meeting

4.Chairman of Meeting
Chairman is the preciding officer of the meeting for

conducting the meeting. Unless the articles of a company otherwise provide the members personally present at the meeting can elect one of themselves as the chairman for that meeting and he can exercise all the powers of the chairman.

Conduct of meeting
The way in which a meeting is to be conducted is a

matter for the chairman, with the assent of the persons properly present, to be determined in the light of the general law and the companys Articles of Association.

5.Minutes of Meeting
Minutes are a record of what the company and directors do in meeting. Minutes of proceedings of 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. Minute Book- The book in which the record of the proceedings of a meeting is kept is known as the minute book. Separate minute book are required to kept for shareholders general meetings of the company and directors meeting and usually there arre also separate minute books for committee meetings of the board of directors. Number of Pages- The pages of every minute book shall be consecutively numbered. In no case is the attaching or pasting of papers of proceedings of a meeting allowed in minute books.

 Signing of minutes-Each page of every minute book

which records proceedings of a board meeting shall be initiated or signed by the chairman of the same meeting or the next succeeding meeting. The last page of the record of proceedings of each meeting in the meeting in the minute shall be dated and signed. (a) In the case of a board or a committee meeting, by the chairman of the same or the next succeeding meeting. And (b) In the case of a general meeting, by the chairman of the same meeting within 30 days of the meeting, by the director duly authorised by the Board for the purpose.

Fair and correct summary the minutes of each meeting shall contain a fair and correct summary of the proceedings at the meeting, so that the absentee share holders may be in a position to form some reliable idea of what transpired at these meetings. All appointments of officers made at any of the meetings aforesaid shall also be included in the minutes of the meeting. Evidentary value of minutes minutes of meeting kept in accordance with the provisions of sec. 193 shall be the evidence of the proceedings recorded there in and shall be conclusive of the fact stated therein.

THANK YOU