Essentials (Requisites) of a Valid Meeting

Not every gathering that calls itself a "meeting" produces legally valid decisions. For a company meeting to be valid — that is, for its resolutions to bind the company and its members — it must satisfy a set of well-established requisites.

Proper Authority to Convene

A meeting must be called by a person or body having the legal power to do so under the Companies Act, 2013, the company's Articles of Association, or a valid requisition. An Annual General Meeting and an Extraordinary General Meeting are normally convened by the Board of Directors; an Extraordinary General Meeting may also be convened directly by requisitionist members, or in certain circumstances by the Tribunal, where the Board fails to act. A meeting called by a person without such authority is not a valid meeting in the eyes of the law, however well it may otherwise be conducted.

Proper Notice

Every member entitled to attend a meeting must be given proper notice of it — stating the day, date, time, place and the business to be transacted — within the time limit prescribed by law (generally not less than 21 clear days for a general meeting, discussed in a later section of this chapter). A meeting held without proper notice to all entitled members, or with a materially defective notice, can be challenged and its resolutions set aside.

Quorum

A meeting can validly transact business only if the minimum number of members prescribed by law (or by the Articles, if higher) is actually present when the business is taken up. If a quorum is not present, or the numbers fall below quorum during the meeting, no valid decision can normally be taken — this requirement (Section 103 of the Companies Act, 2013) is dealt with in detail later in this chapter.

Chairman

Every meeting must be presided over by a Chairman, who conducts the proceedings in an orderly manner, ensures the agenda is followed, decides procedural questions, and (unless the Articles say otherwise) may have a casting vote in the event of an equality of votes. The chairman of a general meeting is usually the Chairman of the Board of Directors, or a person elected by the members present if no chairman has been designated.

Agenda

The business to be transacted must be clearly set out in advance, usually accompanying the notice, so that members know precisely what will be discussed and can prepare to participate meaningfully, including deciding whether to attend in person, appoint a proxy, or exercise a postal/electronic vote where available.

Minutes …