Essentials of a Valid Meeting

A meeting that fails to follow the law's basic requirements can be held invalid, and any resolution passed at it can be struck down. The Companies Act, 2013 and ordinary company law practice recognise eight essentials that together make a meeting valid.

1. Proper convening authority. A general meeting must be called by the Board of Directors passing a valid Board resolution (or, in default, by the persons the Act itself empowers — for example requisitionist members under Section 100, or the Tribunal under Section 97/98). A meeting called by a person with no authority to call it is irregular.
2. Notice. Under Section 101, a general meeting is called by giving not less than 21 clear days' written notice to every member, director and auditor entitled to receive it, stating the day, date, time, place and business of the meeting. A shorter notice is valid only if members holding not less than 95% of the paid-up share capital giving a right to vote (or 95% of total voting power, where there is no share capital) consent to it in writing or electronically.
3. Agenda. The notice is accompanied by an agenda — the list of items of business to be transacted. Ordinary business (accounts, dividend, retiring directors, auditors) needs no further explanation; any special business must carry an explanatory statement under Section 102 disclosing all material facts, including any concern or interest of directors/managers in that business.
4. Quorum. The minimum number of members who must be personally present, as fixed by Section 103, without which no business can validly be transacted (detailed in Section 5 of this chapter).
5. Chairman. Under Section 104, unless the Articles provide otherwise, the members personally present elect one of themselves to chair the meeting by a show of hands; the chairman conducts proceedings in an orderly manner and may have a casting vote on a tie if the Articles so provide.
6. Proxy. The right, under Section 105, of a member of a company having share capital to appoint another person to attend and vote in his place.
7. Resolutions. The decision of the meeting must be expressed and passed as a formal resolution — ordinary, special, or one requiring special notice — under Sections 114 and 115, by the majority the law prescribes for that item of business. …