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Commercial Correspondence and Secretarial Practice · Ch 6 — The Meetings of the Company

Meaning and Importance of Company Meetings

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Meaning and Importance of Company Meetings

A company is an artificial legal person created by law. It has no mind or hands of its own, so every decision it takes — big or small — must actually be taken by the natural persons connected with it: its shareholders (the owners) and its directors (the managers). A meeting is simply a gathering of two or more persons, called together on proper notice, for transacting some definite business connected with the company, and following a recognised procedure of discussion and voting. For students of Gujarat board Std 12 Secretarial Practice, the law relating to company meetings and resolutions is one of the most practical parts of the subject, because arranging, conducting and recording meetings correctly is a routine responsibility of every company secretary.

Why meetings matter

  • Collective decision-making. A company's affairs cannot be run by one person's whim; important matters are decided by the collective will of shareholders or directors expressed through a vote at a properly convened meeting.
  • Shareholder democracy. The general meeting is the one place where owners who have no day-to-day role in management can question the Board, review performance, and exercise ultimate control — for example by voting on the accounts, the dividend, or the reappointment of directors and auditors.
  • Accountability of management. Directors must place the annual accounts and the Board's report before members at the Annual General Meeting every year, which keeps management answerable to ownership.
  • Legal validity of decisions. Certain acts of a company — altering its Memorandum or Articles, changing its name, reducing its capital, approving a merger — have no legal effect unless first approved by a resolution passed at a validly held meeting. A decision taken informally, however sensible, does not bind the company unless the law allows it (for instance through a resolution passed by circulation for Board matters).
  • Continuity and record. Meetings, backed by minutes, create a permanent, evidentiary trail of what was decided, when, and by whom — essential for audits, disputes, and regulatory scrutiny.

The rules governing who may call a meeting, what notice must be given, how many members must be present, and how decisions are to be recorded are laid down mainly in Sections 96 to 122 (general meetings and resolutions) and Sections 173 to 175 (Board meetings) of the Companies Act, 2013 — the framework this chapter builds on throughout.

Definition 1Company Meeting

A gathering of two or more persons connected with a company (shareholders, directors, creditors, or a class of them), convened on proper notice, to transact a definite item of business through discussion and voting, in accordance with the Companies Act, 2013 and the company's Articles of Association.

Definition 2General Meeting

A meeting of the shareholders (members) of a company as a whole, as distinguished from a meeting of only the directors (a Board meeting) or of only one class of members (a class meeting).