Q.State the essential requisites (essentials) of a valid company meeting.
The Companies Act, 2013 and standard secretarial practice recognise eight essentials that together make a company meeting valid:
- Proper convening authority — a general meeting must be called by a valid Board resolution (or, in default, by the specific persons the Act authorises, such as requisitionist members under Section 100).
- Notice — not less than 21 clear days' written notice under Section 101, stating the day, date, time, place and business, sent to every member, director and auditor entitled to it (a shorter period is valid only with 95% consent in value and number).
- Agenda — the list of business to be transacted, with an explanatory statement under Section 102 for any special business.
- Quorum — the minimum number of members personally present, as fixed by Section 103, without which no business can be validly transacted.
- Chairman — a person, elected under Section 104, to preside over and regulate the proceedings of the meeting.
- Proxy — the statutory right under Section 105 of a member of a company with share capital to appoint someone else to attend and vote for him.
- Resolutions — the decisions of the meeting expressed as ordinary or special resolutions under Sections 114 and 115, passed by the majority the law prescribes.
- Minutes — a written record of the proceedings prepared within 30 days under Section 118, which then serves as evidence of what was decided.
If any one of these essentials is missing or defective — say, a meeting is held without the required quorum, or a special resolution is passed without the necessary three-fourths majority — the meeting itself, or the specific resolution affected, can be challenged as invalid.
The eight essentials of a valid company meeting are: proper authority to call it, statutory notice (Section 101), agenda with explanatory statement (Section 102), quorum (Section 103), a chairman (Section 104), the right to appoint a proxy (Section 105), resolutions passed by the correct majority (Sections 114–115), and minutes (Section 118).
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